Annual report and ﬁnancial statements 2010/11€¦ · Management and governance 23 Board of Directors 27 Executive management 28 Corporate information ... strategic acquisition

Annual report and financial statem

ents 2010/11

Annual report and financial statements 2010/11

Overview

1 Our vision 2 Highlights 3 Our strategy 4 Brands in brief 6 Global operations

Consolidated performance review

8 Performance review 11 Our brands 17 Expanding our portfolio 19 Sustainability 22 People and culture

Management and governance

23 Board of Directors 27 Executive management 28 Corporate information 29 Directors’ report 35 Annexure to the Directors’ report 40 Management discussion and analysis report 47 Report on corporate governance for 2010/11 63 Auditors’ certificate

Financial statements and notes

Standalone financial statements 64 Auditors’ report 65 Annexure to auditors’ report 68 Balance sheet 69 Profit and loss account 70 Schedules 98 Cash flow statement 100 Balance sheet abstract and Company’s general business profile 101 Statement of area, crop and yieldConsolidated financial statements 103 Auditors’ report 104 Consolidated balance sheet 105 Consolidated profit and loss account 106 Schedules 132 Consolidated cash flow statement 134 Subsidiary companies’ financial highlights 136 Ten-year summary

137 Notice140 Explanatory statement 143 Particulars of Directors seeking

appointment/reappointment

Nomination form Payment of dividend via NECS Submission of PAN details Shareholder letter

About the Tata Global Beverages Group In view of (i) the changed business activities of the Tata Global Beverages Group globally (i.e. the shift from tea plantation activities to branded beverages), (ii) the various global acquisitions made by Tata Global Beverages Limited in the recent years, and (iii) the present business focus on growing the branded business across the globe, Tata Global Beverages Limited has also decided to introduce a section in the Annual report on the entire Tata Global Beverages Group for the information of its shareholders, in order to provide the shareholders with an overview of the performance of the Group.

The Group business review is (i) not intended for the purposes of providing information towards compliance with any legal requirements, (ii) being introduced only for shareholder information, as Tata Global Beverages Limited has direct and indirect interests in the various entities across the globe which constitute part of the Tata Global Beverages Group, and (iii) not intended to be a summary or replacement of the consolidated financial statements or any other information or documents. Details being provided in the consolidated performance review relating to the Tata Global Beverages Group business review are general in nature.

Each corporate entity forming part of the Tata Global Beverages Group owns its respective brand and has consented to featuring of its logo, trademark and information in this Annual report.

Annual report and financial statements 2010/11 1

Overview

Our vision

We are first and foremost a Tata business based on the philosophy of “leadership with trust”, with a bold ambition to build a global footprint by entering new markets and new channels with beverages that taste good, are good for you, good for others and good for the!planet.

Tata Global Beverages is an integrated beverage business with a vision to become global leader in good-for-you beverages through innovation, strategic acquisition and organic growth.


Overview

Highlights

Consolidated total operating income Rs. Crores

2010/11

2009/10

2008/09

2007

6,005

5,821

4,874

0000

Consolidated profit before exceptional itemsRs. Crores

2010/11

2009/10

2008/09

2007

485

625

526

0000

Stand-alone total operating income Rs. Crores

2010/11

2009/10

2008/09

2007

1,811

1,716

1,379

0000

Stand-alone profit before exceptional itemsRs. Crores

2010/11

2009/10

2008/09

2007

207

255

239

0000

3% increase in our consolidated turnover, 6% at constant exchange rates

Growth

70% of our turnover is generated outside of India

Global

Over 90% of our sales today are from branded products

Brand-led

In India and Canada our tea brands have the highest market share by volume; second highest market share by volume in the UK*

Leading

* The market data we use in this report is from A C Nielsen, unless otherwise stated.


Overview

Our strategy

We have a big ambitionWe’re growing fast – focusing on “disruptive” innovation that’s changing the way consumers enjoy beverages by growing our brands and investing in new and exciting opportunities to expand our business such as strategic alliances.

New name, new ideasWe’ve already come a long way – from domestic Indian tea grower to global business in less than 10 years. Our new name, introduced in July 2010, reflects this transformation, with over 90 per cent of our current turnover coming from branded products.

Going globalWe’re building a truly global business with 70 per cent of our consolidated revenues coming from markets outside India; new corporate Headquarters in London; a single Executive O!ce to co-ordinate our key functions; and three regional Presidents co-ordinating our consumer-facing businesses. We’ve built a shared company culture centred on “responsible irreverence” that shapes how we deliver our strategy.

Brand-led strategyNearly 70 per cent of our branded revenue comes from popular tea brands such as Tata Tea and Tetley.

To become the leading good-for-you beverage company, we are pursuing a clear strategy based on six pillars:

Brands Strengthening and extending the portfolio of brands with consumer relevant di!erentiation.

ProductBuilding a portfolio of good-for-you beverage products with a focus on consumer-relevant health and wellness, convenience and sustainability.

DistributionIncreasing penetration of our brands and product portfolio in identified non-stronghold markets such as the USA and Russia.

PeopleBuilding an organisation with clear di!erentiating capabilities.

Process Having processes that work e"ciently to deliver our strategic objectives, with innovation as a key di!erentiator.

SustainabilityCreating competitive advantage and long-term value creation through the development of a sustainable business model.


Overview

Brands in brief

We have a fantastic portfolio of brands and products that we are intensely passionate about. We delight millions of consumers across the world with great tasting beverages every single day.

Our brands

Brand wise sales break-up

%

Tetley 39 India Tea Brands 29 Eight O’Clock 17 Other and

specialty brands 15

NourishCo JVHimalayan, our premium “lifestyle” mineral water, entered “NourishCo”, our joint venture with PepsiCo.

India tea brands include Tata Tea Premium, Gold, Life, Kanan Devan, Chakra Gold, Agni and Gemini.

Other brands include Grand Co!ee, Himalayan Water and Sukk. Specialty regional brands include Good Earth, Vitax and Jem"a.

Investment in new growth through alliances and innovationWe are bringing new beverages to new consumers by widening our brand and product portfolio. Tetley Infusions are causing a stir in Canada, and Himalayan Water is being distributed more widely by NourishCo, our joint venture with PepsiCo in India.


Overview

Global presence – where you can find our offices and brands

Europe Middle East Asia Australasia Africa North America

Administrative Head O!ce O!ces Operations

Global operations

Number of employees*

India 2,022 UK 695 USA 200 Poland 106 Czech Republic 86 Other 57

Total 3,166

* Excludes plantation workers.

Where our employees are based

Over 3,000 employees worldwide… … but through partnerships, joint ventures and our supply chains, many thousands contribute to our business. We’re now one global business, working together to achieve our vision to be the global leader in good-for-you beverages.


1,227

1,132

1,303

485

428

462

1,336

1,208

1,312

709

322

614

1,709

1,301

1,616

479

402

437

6181

77

Consolidated sales category wise

%

Tea 71 Coffee 19 Plantations 8 Others 2

Consolidated sales brand wise

Consolidated total turnover by region (Rs. Crores)

The central office for the Group is in Uxbridge, West London. We have a number of offices, factories and plantations around the world (such as the Pullivasal packeting factory and the Periyakanal plantation in Munnar, and the Eaglescliffe factory in the north-east of England); one of our subsidiaries, Tata Coffee, also owns and manages plantations and instant coffee operations in India. We operate the business through three regional business units.

Tata Global Beverages online!Our vibrant new corporate website has been developed and launched: www.tataglobalbeverages.com

Kanan DevanKanan Devan’s 25-year birthday celebration package: “Winning challenges with a smile for 25 years”.

2008/09 2009/10 2010/11

%

Tetley 39 India Tea Brands 29 Eight O’Clock 17 Other and

specialty brands 15

Canada and Australia

Europe and Middle East

South Asia Non-branded operations

OtherUK and AfricaUSA



Performance review

The Group’s performance was especially pleasing in the context of the intense cost pressure we have been facing, like most FMCG businesses. Commodity prices in particular were challenging, with tea prices remaining volatile and co!ee prices reaching a 30-year high during the period. The cost of raw materials consumed increased by 234 crores, an increase of over 11 per cent year on year.

Where possible we increased prices but were not fully able to recover all increases in input costs. We were especially pleased to implement price rises in key markets given continued weak consumer confidence, which made consumers and our customers, such as the grocers, acutely price-sensitive. We traded in a highly promotional climate – groceries sold on deal in the UK, for instance, reached a record high of 40 per cent during the period and we too were under pressure to boost promotional spend.

We recognise that the strength of our brands and consumer relevance will help us to navigate challenging trading conditions and counter competitive intensity. As a result we maintained an acute focus on brand value, increasing advertising and brand building costs by 20 per cent on prior year, notably in our core tea markets in the UK and India. These investments impacted profitability but were essential to preserve the long-term health of our brands and support future price rises.

Strong brands are the lifeblood of consumer goods companies and we take real pride in ours. Our brands touch millions of people every day – you could be enjoying a refreshing cup of Chakra Gold in India, waking up to an invigorating mug of Eight O’Clock co!ee in the United States or chilling out with a “cuppa” of your favourite Tetley tea in the UK.

The Group successfully steered a challenging course in 2010/11: increasing turnover by 3%, or 6% at constant exchange rates, whilst navigating fragile consumer confidence and challenging trading!conditions.

DistributionWe’ve increased points of distribution for Good Earth teas in the US.

80

140

200

260

320

380

US cents

COCHIN

CALCUTTA

COLOMBO

JAKARTA

MOMBASA

COCHINCALCUTTACOLOMBO

2009 2010 2011

JAKARTAMOMBASA

Worldwide average monthly tea auction hammer prices Jan 2009-Mar 2011

New launchesEight O’Clock has been launched in Europe for the first time and Tata Tea has been launched in Germany.


Arabica Coffee prices Dec 2009-May 2011

Tata Tea continues its “Superbrand” status in India, where it is transforming the way beverages are marketed, by positioning tea as a catalyst for social change, through initiatives such as Jaagore.com and various community projects which support the societies in which we operate. I am proud to say that we remain market leader by volume in India. We are Canada’s favourite tea, where 44 per cent of tea buyers buy Tetley. Tetley Herbal in Canada is now the market leader, growing 22 per cent in the financial year.

Tetley continues to expand from traditional black tea into fruit and herbal variants, capturing a slice of the growing market for products with health and wellness attributes. Tetley is the fastest-growing Green tea brand in the UK, where it is also the leading Redbush brand, with over 30 per cent market share by value.

Our wholly owned subsidiary in the USA, Tata Tea Extractions Inc, had comparable sales to the previous year in terms of volume and value. There was an upsurge in customer demand in the early part of the year which necessitated the air freighting of supplies from Munnar. The first phase of our China JV, Zhejiang Tata Tea Extraction company Limited, has been completed and the export of Green Instant Tea has started after completing various compliance formalities. The production

of instant tea at the IT unit in Munnar was over four million pounds, an increase of 6.5 per cent compared to the prior year. Operations were at name-plate capacity in the Munnar unit and new product development based on customer needs was undertaken during the year.

At our plantations, crop production for the year ended March 2011 at the Company’s Pullivasal and Periakanal Estates was lower by 10% due to unfavourable weather conditions, but the combined productivity achieved by these two estates during the year is the second highest. We continued our commitment to welfare initiatives, supporting community development and promoting social welfare schemes through the General Hospital at Munnar, the High Range school and Srishti complex.

Last year we introduced you to Tata Global Beverages’ ambitious vision to become global leader in good-for-you beverages. A year on, I am delighted to update you on the progress we have made on our significant transformation journey and enlighten you further about our strategic direction.

We continued to successfully shift from a tea plantation business to a marketing and brand-led organisation, with over 90 per cent of turnover now coming from exciting branded products such

100

150

200

250

300

US cents/lb

Source: ICE 2009 2010 2011

Robusta Coffee prices Dec 2009-May 2011

1,100

1,350

1,600

1,850

2,100

2,350

2,600

2009 2010 2011

US$/million tonnes

Source: Li!e

New launches Tetley Black and Green and Plantation Fresh were launched in Poland.

New productsMetabolism Boost™ Performance Blend was added to the range of Eight O’Clock co!ee.

New launchesTetley Black and Green and Plantation Fresh were launched in Poland.

continued



Performance review

as the restaged Tata Tea Premium. Our portfolio of brands has developed further into cold beverages, such as the new Tetley Infusions – an all-natural real brewed tea with no artificial sweeteners, flavours or preservatives in an easy-to-use liquid format, which have already taken 14 per cent of the single serve iced tea mix category.

Himalayan Water, our premium “lifestyle” mineral water, has reached a record 7,000 outlets across India, a number which is growing every day. SUKK, the good-for-you drinkable jelly snack, continues to intrigue consumers in the North of England.

Our strategic investments are moving us further towards our ambitious vision, with Activate giving us access to one of the fastest-growing beverage categories in the US. Himalayan Water, and a new beverage called Tata Gluco Plus, have entered our joint venture with PepsiCo India – NourishCo. A clear move into fortified beverages will follow this recent progress. Our innovation pipeline is strong, and I am excited by the prospect of updating you in the coming months on successful outcomes.

I am sad to report that Peter Unsworth, the CEO of the Tata Global Beverages Group (Executive Team), decided to leave the business after 15 years of service. Peter’s contribution and commitment towards priming Tata Global Beverages for future success is worthy of much praise and recognition. We wish Peter all the best for the future. A new CEO will be announced in the coming months.

The momentum behind our growth and innovation strategy remains unabated and we have built a strong springboard for continued growth, with ongoing integration of the business, seeking and executing e"ciencies where possible, such as merging the UK and Indian tea buying and blending teams.

We continue to invest in our research and development and marketing and innovation capabilities that will help us deliver on our growth agenda, particularly around “disruptive innovation”. The Board and management team are confident that we have the capability, strategy and ambition to achieve global leadership in good-for-you beverages as well as deliver shareholder value.

We expect the coming year to present ongoing cost challenges, but with continued integration, e!ective supply chain management and procurement e"ciencies, coupled with high- impact, consumer-centric brand investment, I am confident that Tata Global Beverages will achieve its mission and vision.

Percy SiganporiaManaging DirectorTata Global Beverages Ltd

Tetley expands New products were launched under the Tetley brand which include T4KIDZ, Tetley Soya, the Tetley Handy Pack, Tetley Green Blueberry and Lemongrass & Honey.

Thank you I would like to take this opportunity to thank all of our people, unions, associates, suppliers, customers, stakeholders and consumers – whose individual contributions have enabled Tata Global Beverages to continue its exciting transformation.



Our brands

We have a portfolio of strong global and regional beverage brands – with Tata Tea and Tetley the key drivers of our global presence. Our strategy is to invest in and energise our core brands and grow and nurture our regional brands, whilst building new and exciting ones.

Tata Tea enjoyed another exciting year, with engaging brand initiatives and its continued “Superbrand” status in India. It remained volume leader (over 18 per cent) with strong consumer brands, including Tata Tea Premium, Gold, Life, Kanan Devan, Chakra Gold, Agni and Gemini.

Tata Tea is one of India’s most trusted brands and has transformed the way beverages are marketed, by positioning tea as a catalyst for social change.

The repositioning of Tata Tea Premium succeeded in refreshing the brand and providing a strong functional benefit to the customer. The brand communication established the superior cup quality which is a blend of Tata Tea Premium and a unique Assam-rich blend created by tea experts. The restage has led to an upswing in the share of mind and share of purchase.

Chakra Gold, one of our leading brands in South India, is positioned as the tea that not only refreshes you but also makes you look at personal, irrational biases in a refreshing manner. The brand’s new campaign strengthened the “open up your mind” proposition and was well liked by consumers.

Kanan Devan celebrated 25 glorious years of its poly packaging that ensures consumer satisfaction and enriches the lives of many. This was leveraged in brand communication with the theme “Winning challenges with a smile for 25 years”.

Jaago ReJaago Re campaign encourages people to act on inspiration and do something for society.

Jaagore.com A first of its kind website in India, jaagore.com won awards and appreciation from many audiences. It has been influential in promoting “social awakening” and has acted as a conduit between citizens and NGOs/citizen groups. Jaagore.com now has 620,000 registered users and 150 NGOs on board, supported by social media engagement. The Jaago Re campaign, which attempts to “awaken” citizens to the problem of corruption and encourage them to be the change they want to see, had a new ad film launched in April 2010. This focused on corruption in the education system and was launched to coincide with school and college admission to make it more relevant.

A cup of tea that awakens me.

12

The legendary Tetley Tea Folk returned to advertising campaigns in the UK.

Continuing investment in growth through strong brands and productsWe recognise that strong brands are crucial to sustainable success, so we invested an additional 20 per cent in advertising and brand building to ensure that our brands remain engaging and relevant to consumers. Following the launch of Tetley in Saudi Arabia, it has been launched into UAE, Kuwait, Qatar and Oman supported by exciting advertising campaigns.

continued


Expansion Tetley continues to expand from traditional black tea into herbal and fruit tea variants.


Our brands

Tetley continued to be the dominant brand in Canada with a 38 per cent share of volume. The repositioning of Tetley Herbal Tea was supported by a high-profile advertising and PR campaign that links moods and colours to di!erent herbal tea variants. Tetley Mojito was launched to capitalise on the trend towards exotic herbal products.

We brought disruptive innovation to the tea category through Tetley Infusions – a range of liquid tea concentrates – introduced to the market last year. The range continued its success in Canada, with a cross-channel marketing campaign and the launch of two additional variants. In the short space of time since their launch, Tetley Infusions achieved a 14 per cent share of the single serve iced tea mix category.

Tetley has been given a brand-new look to reposition and reinvigorate it as one of the world’s best-loved tea brands. Tetley packs with a new, globally consistent logo, can now be found on the shelves wherever you’re enjoying Tetley in the world – from Mumbai to Montreal to Manchester.

The first packs of Tetley carrying the Rainforest Alliance Certified™ seal hit stores in the UK and Canada. You can read more about this in the sustainability section.

The iconic Tetley Tea Folk returned to advertising campaigns in the UK after a break of nearly a decade amidst much media and consumer interest. The campaign, supporting the brand’s relaunch, led to the highest spontaneous awareness of Tetley amongst consumers for over three years. Tetley maintained significant market share, 26 per cent in volume terms, and enjoyed brand leadership in the deca!einated and Redbush sectors, plus continued to be the fastest-growing green tea brand.

Tea folk Online engagement with the Tea Folk was particularly strong, with over 140,000 Facebook fans and 10,000 followers on Twitter.

Tetley remains the most bought tea brand in the UK, with more consumers buying Tetley than other tea brands.

Forty-five million cups of Tetley are drunk around the world every day and Tetley is currently enjoyed in 70!countries, with key markets being the UK and Canada.

continued



Good Earth, with its premium teas centred on “generous abundance”, continued to expand. In April we partnered with General Mills, one of the world’s largest food companies, to launch a range of ready meals in the USA. Good Earth’s core tea business continued to grow with the launch of a tea range in Canada as well as a new Superfruity range extension in the UK.

Eight O’Clock, renowned for “brewing memories for generations” was named one of America’s Greatest Brands in 2010. During the year Eight O’Clock increased its relevance to consumers with redesigned and refreshed packaging, one of the brand’s biggest changes in a decade. The Eight O’Clock co!ee range was extended, with the addition of Metabolism Boost™ Performance Blend, co!ee infused with EGCG, the natural antioxidant found in green tea.

Himalayan’s “live natural” brand philosophy and unique packaging continued to position it as a premium “lifestyle” mineral water brand in India. Himalayan was launched across India through a joint venture with PepsiCo, about which you can read more in the Growth section.

The internal launch events held at Mumbai and Delhi created further excitement to propel Himalayan’s growth. Sales of Himalayan showed an increase of 14 per cent over prior year and distribution was expanded significantly. From an outlet base of 1,000, Himalayan reached a record 7,000 outlets across India, and momentum continues to grow.

Our brands


Grand is one of Russia’s leading beverage brands – known for its great value co!ee and tea products, o!ering “refinement”. Grand co!ee was relaunched in 2010 with new packaging and a new advertising campaign highlighting the brand’s “Charming Aroma” starring Sergey Astrakhov, one of Russia’s hottest actors. Brand loyalty has increased so, for the first time, awareness has reached the 34 per cent mark. Grand continues to invest in its brand portfolio and drive penetration into the highly competitive Russian tea and co!ee market.

Vitax is well-established and well-recognised in Poland, with a share of 16 per cent of the fruit tea segment. The brand is currently building a"nity with consumers through a new “vitality” themed advertising campaign. Consumers continued to choose Vitax for its originally flavoured fruit and herbal teas, blended with great care using high-quality ingredients. Vitax built on its heritage in 2010 with the launch of a new range of Superfruit teas, blends of local and exotic fruits containing higher levels of antioxidants than standard fruit teas. First year sales were extremely strong and saw Vitax overtake key competition within nine months of launch.

Sukk, “the good-for-you drinkable jelly snack”, was born from our approach to disruptive innovation in the beverage category. It was well received in a UK pilot and won first prize in the “Dare to Try” category in the Tata Group’s Innovista finals, which celebrates innovation across the Group.


continued

Our brandsConsolidated performance review

Jem!a is the leading tea brand in the Czech Republic with a strong portfolio of black, green, and fruit and herbal teas. The brand maintained its 20.6 per cent volume share in tough market conditions. Jem#a’s most premium range is Viva, positioned as an “everyday delight”. In 2010 Viva was supported by a new social media campaign, o!ering consumers the chance to interact more deeply with the brand on Facebook and our website via a series of 50 “daily delights” they could share with friends and family.

T4KIDZ, a totally new kind of hot drink, specially blended for children from Redbush and Honeybush tea, was launched by Tetley in the UK in March 2010. T4KIDZ is ca!eine-free and sugar-free but naturally sweet tasting and available in three fun flavours – Pure, Vanilla and Strawberry. It has been launched as a great tasting, healthy alternative to other kids’ drinks and an excuse for parents and kids to sit down for a “cuppa” together.

Laager, managed by Joekels Tea Packers (Pty) – blenders and packers of some of South Africa’s most popular household quality tea brands, including Phendula Tips, Tea Time, Tea for Me, Phendula TEA4KIDZ, Laager Rooibos and the strong regional tea brands Teeco Tea, Tea Break, and Southalls Rooibos. During the year we increased our investment in Joekels to a 51.8 per cent stake in the business. Despite aggressive pricing from competitors, Joekels has managed to hold market share in black tea, and grow market share in Rooibos. Laager TEA4KIDZ continued to perform well and the first Rooibos Cappuccino, and milk shake in instant form were launched in South Africa, called Laager SHAKE4KIDZ.


Expanding our portfolio

Strategic alliancesStrategic alliances formed an exciting and important chapter in our growth story during the year, including the following:

Rising Beverage Company LLCThe Group acquired a 31 per cent stake, calculated on a fully diluted basis, in Rising Beverages LLC, which manufactures and markets a range of vitamin and flavour enhanced water using unique powder dispensing technology, under the “Activate” brand. This acquisition gives us access to the functional water category which is one of the fastest-growing beverage categories in the US. We have the option to increase our stake in Rising Beverages in the event the agreed performance criteria are met.

NourishCo Beverages LimitedFollowing a Memorandum of Understanding (MoU) with PepsiCo Inc. USA last year, we formed a joint venture company, named NourishCo Beverages Limited, with PepsiCo India Holdings Private Limited, in which we each hold 50 per cent of the equity capital. The vision of the joint venture is to develop the business in India and internationally, focusing on the healthy, non-carbonated, ready-to-drink beverage space.. Our Himalayan Water brand entered the joint venture and has already benefited from wider distribution opportunities.

Starbucks coffeeWe and our subsidiary, Tata Co!ee Limited, signed a non-binding MoU with Starbucks Co!ee Company. This MoU will create avenues for a potential strategic collaboration in areas of sourcing of co!ee beans, utilising co!ee roasting facilities to meet the requirements of Starbucks for their proposed retail operations in India and other countries. This arrangement is subject to the negotiation and execution of a definitive agreement.

Kerala Ayurveda Limited We also signed an MoU with Kerala Ayurveda Limited to enter into a 50:50 joint venture for facilitating the development of a range of leading edge, functional and great tasting beverage and food products based on proven Ayurvedic recipes, actives and formulation with necessary research, development and commercialisation capability.

Activate Activate provides real refreshment, great taste and a fresh dose of vitamins.

PartnershipsBy partnering with others we can accelerate our growth strategy in good-for-you beverages.


Growing our presence and reach around the worldWe are continuing our penetration into non-stronghold markets such as the Middle East, where Tetley is already making its presence felt by taking market share. The Grand brand in Russia has developed since our investment last year – Grand co!ee has been relaunched with new packaging and a new advertising campaign.



Sustainability

Sustainability is being embedded across the business, in order to generate competitive advantage and create long-term value through developing stronger, more relevant brands. We are building resilience into our supply chains to ensure they are fit for the future and taking a proactive stance on current and upcoming legislation, which increasingly rewards sustainable behaviour.

Our sustainability agenda focuses on four core areas that we have identified as being most relevant to our business and where we can have the biggest impact:

Ethical sourcingPackagingClimate changeWater

Ethical sourcing

Tetley has committed to sourcing 100 per cent of its tea from Rainforest Alliance Certified™ farms by 2016. All Tetley branded black, green and red (rooibos) tea, including flavoured and deca!einated varieties, are included in the certification programme, and an extensive programme of work on the ground in all the major tea-growing regions is underway.

Packs carrying the Rainforest Alliance Certified™ seal are now available in the UK and Canada, which marks a major milestone on the journey to becoming a more sustainable brand for Tetley and to creating a more sustainable global tea sector.

The Tetley commitment means that the number of cups of tea from Rainforest Alliance Certified™ farms will increase to circa 100 million in the UK.

The Rainforest Alliance certification programme ensures that farms meet the environmental, social and economic standards of the Sustainable Agriculture Network (SAN). Over 82,000 smallholder farmers have been trained under our 2010/11 certification programme with the Rainforest Alliance. Working with the Rainforest Alliance is enabling Tetley to secure an important supply chain for the future, whilst also enhancing brand reputation by providing consumers with a guarantee that the tea they drink has been produced to high social and environmental standards. And farmers are benefiting from improved agricultural practices, access to markets and more sustainable livelihoods.

Tetley has continued to be a leading member of the Ethical Tea Partnership (ETP), an international non-commercial alliance of tea packers with a vision to create a thriving global tea sector that is socially just and environmentally sustainable. The Tata Global Beverages’ Directors of Sustainability and Tea Buying are active Board members and have influenced the development of the partnership’s supply chain assurance and producer-support programmes.

In Kenya, for example, ETP and the German Development Agency (GIZ) are developing a training programme to help smallholder farmers adapt their farming practices to mitigate the e!ects of climate change. And in India we are collaborating with First Climate (India), experts in energy management and carbon finance, to help tea producers reduce energy consumption and GHG emissions while improving their yields and their income.

Ethical sourcingA tea plucker in Malawi.

We will source 100 per cent of our key agricultural raw materials and packaging components from sustainable sources by 2015.

Rainforest AllianceTetley has committed to sourcing 100 per cent of tea from Rainforest Alliance certified farms by 2016.

continued



Sustainability

Packaging

A comprehensive roadmap outlining the activities required to deliver our packaging target was initiated and all year one deliverables were achieved as scheduled. Relationships have been developed with key service and technology providers and good progress was made in developing sustainable packaging solutions using both traditional and emerging sustainable technologies.

Climate change

The UK business fulfilled the initial requirements of its carbon reduction commitment.

Measurement of our corporate carbon footprint is now under way using a methodology and timetable consistent with the requirements of the Carbon Disclosure Project.

External energy reduction experts have also reviewed a sample of our operations in order to verify ongoing projects and identify new opportunities for carbon reduction.

We will ensure no packaging needs to go to landfill by 2015.

Farmers First Hand To promote the Tetley Rainforest Alliance collaboration and its impact, we developed “Farmers First Hand”. The initiative is facilitated by Facebook and allows consumers to communicate directly with tea producers from the Lujeri Tea Estate in Malawi who are working towards gaining Rainforest Alliance Certified™ status for their farms. The Facebook page now has over 11,000 fans and 11,700 monthly users. “Because of this wonderful site, me and my family have learnt so much. When I drink my tea I feel connected to all those people, so far away that make this all possible. A beautiful country, with beautiful people and without them we would all be so much poorer. So thank you for my tea, it refreshes not just me, but my soul too and that, my friends, is priceless”. FFH Facebook comment

“I was a HUGE Tetley’s drinker, but I gave up recently as I felt I should be buying tea that was Fair Trade. I’m thrilled that I can now resume my Tetley’s addiction with a clear conscience! Well done Tetley’s!” FFH Facebook comment

“I love this site, it’s really nice to know that we can see how the farmers are doing and to know that some big companies DO want to give back. Not been to a tea plantation in Africa but have in Sri Lanka and it was fascinating, think my husband bought the tea crop for the year to bring home, lol x.” FFH Facebook comment

We are committed to reducing our carbon emissions.


Our business contributed significantly to the social and community development of 34,000 workers and their families living on tea estates in South India, and we continue to run a labour welfare programme which o!ers free housing, education and healthcare; these include the General Hospital, the High Range secondary school, and the Srishti Organisation, all of which remain the full responsibility of our Company.

Our welfare complex – the Srishti Organisation – continues to house rehabilitation facilities for the children of employees who are di!erently abled or have learning disabilities, while The Coorg Foundation funds sports, cultural, medical care and childcare activities for the communities around its estates.

As a business we are committed to making a di!erence to the lives of both our employees and the communities around us, which is why we continue to provide donations and goods-in-kind to numerous organisations and people who live and work near our sites and o"ces across all of our regions.

KivaAn entrepreneur in Guatamala benefiting from the Kiva loans scheme.

Water

A report was commissioned to identify the risks and opportunities to our Company arising from global water scarcity. This is forming the basis of the development of a corporate water strategy, including a quantified water reduction target.

Community investmentWe have o!ered continuous support to a range of communities linked to our business around the world.

We have supported social entrepreneurship through “Kiva”, the world’s first person-to-person micro-lending website, empowering people to lend to entrepreneurs in developing countries across the globe.

In lieu of sending paper Christmas cards in 2010, we made a donation to help Kiva manage and develop their operations and supported several entrepreneurs through loans. This made a positive impact by investing in people who would not be granted capital from traditional finance institutions and by promoting enterprise, innovation and economic empowerment.

We’ll work towards understanding our water!footprint.

Welfare initiativesWe continue to support social welfare initiatives, including the General Hospital at Munnar, the High Range school and Srishti complex. Key activities undertaken by the General Hospital include an awareness-raising campaign on HIV/AIDS, a project on the importance of blood donation, a breast cancer awareness programme and regular diabetic clinics.



People and culture

We use our brains (and our hearts) to come up with great ideas, making brands that people want and love. Our brands aren’t just products, they’re promises we keep and experiences we deliver.

We think di!erently, we are open to new sources of inspiration, we are fresh and unexpected. We punch above our weight because we are hungrier to succeed and quicker to anticipate and respond.

We are ambitious, confident and energetic. We know we can be commercially successful and have fun at the same time. Maybe that’s why we come to work with a smile on our face!

We’re a business full of smart individuals but we know it takes a team to be successful. We are doers and achievers. We take charge, are resourceful and we make it happen.

We’re fair and honest with everyone. We do the right thing for the environment… and inspire others to do the same. It’s also really important to us that we provide a working and learning environment where everyone is treated equally and with dignity.

We employ over 3,000 people in 11 countries. During the year we accelerated culture change to equip and energise us for our journey to become the global leader in good-for-you beverages.

First and foremost, we embedded our “directional themes” into the organisation. These five themes are not just a set of values or behaviours but are what makes us stand out from the crowd, do things right and in our own way. They inspire everything we do and are a key driver of our strategic business decisions.

Both culture change and employee engagement were catalysed by our first wave of “Culture Champions” – a diverse group of people from across the business, regions and functions who have worked together as one team to bring our culture to life. In total they introduced 36 new initiatives, including a “Consumer Connect” programme to link finance and operations employees with end-consumers and a number of volunteering projects, which saw employees working with their local employees.

Think BIG!, our unique employee innovation competition and a global culture champion initiative, was a major highlight on our innovation and employee engagement journey. It captured people’s imagination across the globe, resulted in 1,300 submissions and drove both integration and transformation. Think BIG! was a chance to upskill the organisation, capture fresh ideas quickly and have some fun doing it!

In combination with these culture initiatives, the senior leadership team engaged with employees to share and discuss our newly determined strategic initiatives at a series of regional roadshows, supported by other communication vehicles.

Consumer is our heartbeat

Disruptively challenging

Playfully professional

Individually excellent, collectively!brilliant

Doing good

Directional themes

Company cultureWorking at Tata Global Beverages gives an opportunity to work in a culture which lets you grow and do things di!erently. There is never pressure to follow the old proven road but an incentive to try something new.

Think BIG!Winner of Think BIG! at the nail-biting grand finale in New York.



Board of Directors

Mr R N TataChairmanMr Ratan N Tata is an eminent industrialist with wide business experience across a variety of industries. Mr Tata has been the Chairman of Tata Sons since 1991, the apex holding company of the Tata Group, and is the Chairman of major Tata companies including Tata Steel, Tata Motors, Tata Consultancy Services, Tata Power, Tata Chemicals and Indian Hotels. He also heads the Tata Trusts. He joined the Tata Group in 1962.

Mr Tata has a Bachelor of Science in architecture, with specialisation in structural engineering, from Cornell University. He completed the Advanced Management Programme at Harvard Business School in 1975.

Mr Tata is associated with various organisations internationally. He serves on the board of directors of Fiat SpA and Alcoa and is also on the international advisory boards of Mitsubishi Corporation, the American International Group, JP Morgan Chase and Rolls-Royce.

The Government of India honoured Mr Tata with its second highest civilian award, the Padma Vibhushan, in 2008. He has also received honorary doctorates from several universities in India and overseas.

Mr R K Krishna KumarVice-ChairmanMr R K Krishna Kumar served as Managing Director of Tata Global Beverages Limited (formerly Tata Tea Limited) from May 1991 to January 1998. He was appointed Vice-Chairman and Managing Director in 1997. In 1998, he ceased to be the Managing Director to take over as the Managing Director of the Indian Hotels Co Ltd. He is also on the boards of a number of Tata Group companies, including Tata Sons Limited and Tata Industries Limited. He is also the Trustee of several important Tata Trusts.

Mr Krishna Kumar has been associated with the tea industry for over 40 years. He has long and rich experience in overall business management of Indian and overseas bodies. Mr Krishna Kumar was conferred with the Padma Shri award by the Government of India in 2008.

Mr F K KavaranaMr F K Kavarana has a rich background in business management and finance. Mr Kavarana has long experience in management and administration of several large Tata companies both in India and abroad. He is presently the Chairman of several Tata companies, including the financial services companies of the Tata Group.

Mr U M RaoMr U M Rao was formerly the Managing Director of General Insurance Corporation of India from which he retired in July 1998. Mr Rao has long experience in all facets of insurance and risk management as well as administration and management of companies. He is also a Director on the boards of Tata Co!ee Limited and Ispat Industries Limited.

Mr A R GandhiMr A R Gandhi is a Director on the Board of Directors of Tata Sons Ltd, member of the Group Corporate Centre of the Tata Companies and Director on the Board of Directors of several Tata companies. He joined Tata Sons Limited as an Executive Director on 18 August 2003 and continued in that position till 17 August 2008. Mr Gandhi has led the Tata Group’s e!orts in acquiring diverse assets and companies across the globe. This has enabled the Tata Group to acquire critical assets, resources and access to world class R & D facilities. Mr Gandhi is a fellow member of the Institute of Chartered Accountants in England and Wales and the Institute of Chartered Accountants of India. He is an associate member of the Chartered Institute of Taxation, London.

Mr R N TataChairman

Mr R K Krishna KumarVice-Chairman

Mr F K Kavarana

Mr U M Rao

Mr A R Gandhi

continued



Board of Directors

Mr J S BilimoriaMr J S Bilimoria was the Managing Director and Country Head of Ciba Specialty Chemicals India Limited in India. He joined the Company’s Board on 25 March 2009. He has been associated with the Ciba group since 1997 and has held various positions in Ciba viz. Finance Director, Managing Director & Country Head, and Vice Chairman & Managing Director, and Chairman. Besides operational responsibilities he was actively involved in various acquisition opportunities, restructuring of businesses and integration of new opportunities including joint ventures and strategic alliances and actively contributed to the merger between Sandoz & Hindustan Ciba Geigy in formation of Novartis India Limited, and subsequent demerger of the chemical businesses to form Ciba Specialty Chemicals India Limited. Mr Bilimoria also served as a member on the Committee of the Bombay Chamber of Commerce and the Indo Swiss Business Forum.

Mr V LeeladharMr V Leeladhar has a long experience in the banking industry having served as the Executive Director of the Bank of Maharashtra, Chairman and Managing Director of Vijaya Bank and Chairman and Managing Director of Union Bank of India. He also served as the Deputy Governor of the Reserve Bank of India for over four years. Mr Leeladhar is an expert on banking and finance-related issues. He was also a member of the Securities & Exchange Board of India for about three years. His expertise is in the area of banking and finance.

Mrs Mallika SrinivasanMrs Mallika Srinivasan is the Chairman and Chief Executive O"cer of Tractors and Farm Equipment Limited, a flagship company of the Amalgamations Group. A thought leader and strategist, recognised for her commitment to excellence and contribution to Indian Industry, she has been at the helm of

a!airs of industry bodies and trade associations such as Tractor Manufacturers Association, Madras Management Association, Madras Chamber of Commerce and Industry and the Southern Regional Council of CII. She is also a director of five other Indian companies. She is a recipient of several business awards and has also been recognised by Business Today for seven consecutive years as one of the 25 most powerful women in Indian business. She shares an avid interest in academia, particularly management education and is a member of the Executive Board of Indian School of Business, Hyderabad.

Mr Analjit SinghMr Analjit Singh is the Chairman of Max India Limited as well as its subsidiaries Max New York Life Insurance Company Limited, Max Healthcare Institute Limited and Max Bupa Health Insurance Company Limited. He has been the driving force behind the group’s sustained growth and success since inception. He was conferred the prestigious Padma Bhushan Award by the Government of India for the year 2011.

Mr Singh is a Member of the Prime Minister’s Joint Indo-US CEO’s Forum. He is the non-executive Chairman of Indus Towers and is a director on the board of some leading Indian companies such as Tata Global Beverages, Vodafone Essar, Hero MotoCorp Ltd, Dabur India and Sofina NV/SA, Belgium.

Mr Singh is actively involved in governing several educational institutes of prominence as an Executive Board Member of the Indian School of Business (ISB), Hyderabad, and as Chairman of the new ISB Mohali Campus Advisory Board. He is also the Chairman, Board of Governors of the Doon School, Dehradun and recently appointed as Chairman of the Board of Governors of the Indian Institute of Technology, Roorkee.

Mr J S Bilimoria

Mr V Leeladhar

Mrs Mallika Srinivasan

Mr Analjit Singh


Mrs Ranjana KumarMrs Ranjana Kumar retired as Vigilance Commissioner in Central Vigilance Commission, Government of India. She was also a Member, Governing Council, National Innovation Foundation, Ahmedabad. She had held very significant positions in her career, including that as the Chairperson and Managing Director of Indian Bank, Chairperson of National Bank for Agriculture and Rural Development (NABARD), Executive Director, holding concurrent charge as Chairman and Managing Director of Canara Bank and CEO of the US operations of the Bank of India based in New York. She regularly addresses managements of a cross-section of public sector undertakings on various aspects concerning management, leadership, issues relating to human resource management, etc.

Mr Ajay ShankarMr Ajay Shankar joined the IAS in 1973. He has rich and varied experience in the Central and State Governments in industrial promotion, the energy sector and urban management and development. He has served as Secretary, Department of Industrial Policy and Promotion, Principal Adviser in the Planning Commission, Joint Secretary/Additional Secretary in the Ministry of Power, CEO, Greater NOIDA Industrial Development Authority, Secretary to the Lt. Governor of Delhi, etc.

Mr Percy SiganporiaMr Percy Siganporia graduated from Loyola College, Madras and obtained a PGDBM in Marketing from XLRI, Jamshedpur. He joined the Tata Administrative Services in 1974 and since 1975 has held several middle and senior level positions in Tata Tea Ltd.

He was appointed as an Executive Director at Tata Tea Ltd in 2000 and promoted to Deputy Managing Director in 2001. Three years later he became the Managing Director and transferred to London in 2009.

Mr Siganporia led several critical projects for the Company such as the launch of plantation-packed polypacks in South India; building dominant regional brands, namely, Kanan Devan, Gemini and Chakra Gold; turned around the profitability of the Packet Tea Division and led the Due Diligence team that worked on the acquisition of Tetley in the year 2000.

He was elected Chairman of Mount Everest Mineral Water Limited in 2007 and is now Director at Tata Co!ee and the Managing Director of Tata Global Beverages Ltd. Percy was deputy CEO of Tata Global Beverages Group and, following Peter Unsworth’s departure, he is now acting CEO.

Mr Peter UnsworthFor the financial year, Peter Unsworth was the Chief Executive O"cer of the Tata Global Beverages Group. He was responsible for co-ordinating strategy and implementing, monitoring and co-ordinating management for all Tata Global Beverages Group companies located in di!erent parts of the world. Peter was a Non-Executive Director on the Board of Tata Global Beverages Limited.

Mrs Ranjana Kumar

Mr Ajay Shankar

Mr Percy Siganporia

Mr Peter Unsworth


Main header

Building an organisation with clear differentiating capabilitiesOur transformation is being enabled by our dynamic culture and through the valued contribution of our teams, unions, associates, partner organisations, suppliers, vendors, key customers and all of our consumers.



Executive management

Percy SiganporiaDeputy CEOFollowing Peter Unsworth’s departure, Percy has been acting CEO of the Group. Percy was Deputy CEO of the Group and he is Managing Director of Tata Global Beverages Ltd. Percy has over 35 years’ experience of working in the tea industry, and you can read more about Percy in the Board of Directors’ section.

L Krishna KumarGroup CFOGraduated from Loyola College in Madras and subsequently obtained professional qualifications in Chartered Accountancy, Cost Accountancy and Company Secretarial. He also holds a diploma in systems analysis. He has held several senior positions in consulting and industry. After qualifying as a Chartered Accountant from A F Ferguson and Co, he worked with them for five years as a Senior Consultant with their management consultancy division. During this tenure he supervised a variety of engagements, both within and outside India. He subsequently worked with Larsen and Toubro Limited, a diversified conglomerate company, in a variety of areas and was lastly in their corporate o"ce as General Manager, Finance. He joined the Tata Group in 2000 in the hotels business as its Vice President Finance. He took over the head of finance function of Tata Tea in India in the year 2004 and has been part of its growth story since then. He is currently the Group CFO and supervises the finance, governance and IT functions.

Nalin MiglaniChief Human Resources and Communications OfficerNalin joined Tata Global Beverages in 2008. Prior to Tata Global Beverages, Nalin worked with The Coca-Cola Company and British American Tobacco. During his career, Nalin has held global human resources and communications leadership positions. Nalin’s passion is building great marketing-led businesses. Nalin has worked and lived in India, Switzerland, Australia and the UK.

Peter UnsworthCEOPeter was CEO of the Group for the financial year 2010/11. Unfortunately Peter decided to leave the business at the year end. As CEO of the Group since 2008, Peter led both its integration and transformation, demonstrating a high level of personal commitment and diligence. His strong sense of purpose and his resilience in the face of many challenges have enabled the business to make huge progress, both towards creating a robust strategy and developing a new culture to support an ambitious growth agenda. Peter’s contribution has been greatly appreciated by the Tata Group Board of Directors and employees at Tata Global Beverages.

The beverage business is overseen by an executive team which operates under the overall supervision and direction of the Boards of Tata Global Beverages Limited and that of its respective subsidiaries. The executive team has been formed with a view to streamline the global operations of the beverages business, considering in particular the widespread presence of the entities carrying on this business across various countries. It operates under the schedule of authority approved by the relevant entities.

Percy SiganporiaDeputy CEO

L Krishna KumarGroup CFO

Nalin MiglaniChief Human Resources Officer

Peter UnsworthCEO

BankersAXIS Bank LimitedBank of AmericaBank of BarodaCitibank N.A.Deutsche BankHDFC Bank LimitedICICI Bank LimitedStandard Chartered BankState Bank of IndiaState Bank of TravancoreThe Hongkong and Shanghai Banking Corporation LimitedThe Royal Bank of Scotland N.V.Yes Bank Limited

Board committeesAudit Committee1. J S Bilimoria (Chairman)2. R K Krishna Kumar3. U M Rao4. V Leeladhar5. A R Gandhi6. Ranjana Kumar (Mrs)

Shareholders’/Investors’ Grievance Committee1. F K Kavarana (Chairman)2. U M Rao3. Ajay Shankar (from 30.4.2010)

Remuneration Committee1. Ranjana Kumar (Mrs) (Chairman)2. R K Krishna Kumar3. U M Rao4. A R Gandhi5. V Leeladhar6. J S Bilimoria

Executive Committee1. R N Tata (Chairman)2. R K Krishna Kumar3. U M Rao4. Managing Director, Executive Directors & Group CFO5. Managing Director/Executive Directors of Indian subsidiaries

Nomination Committee1. R N Tata (Chairman)2. R K Krishna Kumar3. F K Kavarana4. A R Gandhi

Ethics and Compliance Committee1. F K Kavarana (Chairman)2. P T Siganporia

Corporate Sustainability Reporting Committee1. U M Rao (Chairman)2. Prof. S Parasuraman (Expert Member)3. P T Siganporia

Board of DirectorsR N Tata (Chairman)R K Krishna Kumar (Vice-Chairman)F K KavaranaU M RaoA R GandhiM Srinivasan (Mrs)A SinghJ S BilimoriaV LeeladharRanjana Kumar (Mrs)Ajay Shankar (joined from 30.4.2010)P D Unsworth (up to 30.6.2011)P T Siganporia (Managing Director)S Talwar (Mrs) (Whole-time Director) (up to 30.7.2010)

V Madan (Vice-President and Secretary)

Registered office1 Bishop Lefroy Road, Kolkata – 700 020. Telephone: 22811807/3709/3779/3891/4422 Fax: 22811199 Website: www.tataglobalbeverages.com

Solicitors and legal advisersAmarchand & Mangaldas & Suresh. A. Shro! & Co. AZB Partners Dua Associates Khaitan & Co. Orr, Dignam & Co.

RegistrarsEquity Shares and Fixed DepositsTSR Darashaw Limited (Formerly Tata Share Registry Limited) (Unit: Tata Global Beverages Ltd.) 6-10 Haji Moosa Patrawala Ind. Estate, 20 Dr E Moses Road, Mahalaxmi, Mumbai – 400 011. Telephone: 022-66568484 Fax: 022-66568494 Website: www.tsrdarashaw.comKolkata o"ce: 1st Floor, Tata Centre, 43 Chowringhee Road, Kolkata – 700 071. Telephone: 033-22883037 Fax: 033-22883087

AuditorsN M Raiji & Co. Lovelock & Lewes


28(formerly Tata Tea Limited) Annual report and financial statements 2010/11

Corporate information

29(formerly Tata Tea Limited)Annual report and financial statements 2010/11

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Directors’ ReportManagement and governance

Your Directors are pleased to submit their report together with the audited statement of accounts for the year ended 31 March 2011.

1. Highlights – Consolidated Performance Your Company performed well in a difficult operating environment. Consolidated Operating Income of Rs. 6,005 crores was three per cent higher

than the previous year. At constant exchange rates, the growth would have been six per cent. The year was particularly challenging due to rising commodity costs both in tea as well as coffee, exacerbated by a difficult trading environment due to intense promotional activity by competition across key regions. Despite the challenging environment, the Group reported a year-on-year sales growth of Rs. 370 crores at constant exchange rates, on account of price increases enabled by the strength of our brands, improved performance by instant coffee business coupled with favourable impact of acquisitions. Profit from Operations for the year under review at Rs. 509 crores was impacted by commodity cost increases coupled with increased investment behind brands, product development and new market launches, essential to preserve the long-term health of our business. Resultantly, profit after tax was Rs. 292 crores compared to Rs. 393 crores reported in the prior year.

The Group’s strategy is to grow in core tea and coffee markets whilst pursuing disruptive innovation in “good-for-you” beverages. The focus will be on achieving a stronger footing in the US and Russian markets and expanding across beverage categories in South Asia and other regions. Equally important will be to leverage scale and operations capability to improve efficiencies.

2. Stand alone Financial Highlights The Directors now present below the stand alone financial highlights for 2010/11:

Rs. Crores

2010/11 2009/10

Total income 1914 1837Profit before interest, depreciation, exceptional items and tax 248 312Deduct:Interest (net)Depreciation

(29)(12) (41)

(45) (12) (57)

Profit before tax and exceptional items 207 255Exceptional income (net) 23 240Profit before tax 230 495Provision for tax (49) (104)Profit after tax 181 391Add: surplus brought forward from previous year 346 158Amount available for appropriation 527 549Proposed dividend (124) (124)Income tax on dividend (18) (19)Transfer to general reserve (18) (39)Transfer from debenture redemption reserveTransfer to debenture redemption reserve

81 (81) (160)

- (21)

(203)

367 346

The Company was able to implement price increases in selective categories, to recover a significant part of the input cost increases during the year. Your Company performed creditably in a difficult year, maintaining volume leadership in India, with the key brands recording impressive growth. The Company continued to invest behind its brands and aggressively pursue its innovation agenda by introducing new health and wellness products and creating different ways of increasing the consumption of tea at various price points.

Total income for 2010/11 at Rs. 1,914 crores registered a four per cent increase over the previous year, attributable to improved branded tea business aided by price increases and volume improvements. Profit before tax and exceptional items at Rs. 207 crores was lower due to input cost increases and increased spend on brand building. Exceptional items in the previous year included significant profits from sale of investments. Profit after tax at Rs. 181 crores, also reflects this lower profits from the sale of investments compared with the previous year.


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Continued


3. Dividend The Directors are pleased to recommend for the approval of the shareholders a dividend of Rs. 2 per share on the paid-up equity share capital of the

Company in respect of the financial year 2010/11 as compared with the dividend of Rs. 2 per share declared last year.

4. Review of Subsidiary and Associate Companies i) a. As required under the listing agreement with the stock exchanges the audited consolidated financial statements of the Company together

with all its subsidiary and associate companies prepared in accordance with applicable Accounting Standards is attached.

b. The Ministry of Corporate Affairs has by its notification dated 8 February 2011 granted a general exemption to companies, as per which, the provisions of Section 212 shall not apply in relation to subsidiaries, subject to the fulfilment of certain conditions. Accordingly the consolidated financial statements of the holding company and all subsidiaries duly audited by its statutory auditors have been presented and the individual accounts of each of the subsidiary companies have not been attached.

c. Any shareholder may either ask for a copy or inspect at the registered office a copy of the audited accounts of the subsidiary companies (where required to be prepared).

ii) a. Tata Coffee Limited, a subsidiary of the Company, reported an increase of 20 per cent in total operating income. The growth is attributable mainly to improved instant coffee performance, which was impacted by weaker volumes in the previous year. Profit from operations more than doubled as a result of improved trading performance and favourable exchange impact compared with previous year. As a result, profit before and after tax improved significantly over previous year further aided by profit from sale of investments despite lower dividend received from its subsidiary. The Directors of Tata Coffee Limited have recommended a final dividend of Rs 5 per share which is in addition to the interim dividend of Rs. 5 per share paid by Tata Coffee Ltd. in January 2011.

b. Eight O’clock Coffee Company, USA, (EOC) a subsidiary of Tata Coffee, performed well in a challenging year which was characterised by unprecedented rises in commodity costs, particularly Arabica. The operating income for 2010/11 at constant exchange rates was at the same level as in the previous year. Price increases taken during the year offset the impact of some lower volumes. Despite maintaining the turnover at previous year levels, the impact of commodity cost increases left profit after tax marginally below the previous year.

iii) The Company’s wholly owned subsidiary in the USA, Tata Tea Extractions Inc (formerly Tata Tea Inc.), reported a lower operating income in 2010/11 compared to 2009/10 as the previous year had the benefit of liability write-back. Profit after tax was also lower reflecting the write back in the previous year.

iv) Mount Everest Mineral Water Ltd. (MEMW), the Company’s subsidiary, recorded a higher operating income aided by higher service income. In order to minimise the impact of input costs, MEMW focused on operating cost optimisation through a series of initiatives in product mix rationalisation, vendor development, development of procurement efficiencies and factory upgradation. As a result of these measures, the loss for the year decreased compared with the previous year.

v) The consolidated accounts of Tata Global Beverages Group Limited (formerly Tata Tea (GB) Ltd.) reflects the financial performance of the Tetley Group during 2010/11. Operating income was higher by six per cent attributable to the benefit of price increases in major markets and favourable impact of acquisitions. At constant exchange rates the sales growth is higher by 10 per cent. Despite an increase in input costs and increased investment behind brands and growth initiatives, profit after tax is favourable compared with previous year due to the absence of adverse foreign exchange translation impact on surplus funds held in USD. In the year under review, potential for such currency fluctuations has been capped by conversion / forward sale of dollar into sterling.

vi) Estate Management Services Pvt. Limited, Sri Lanka, where the Company effectively owns 49 per cent of the shares is the holding Company of Watawala Plantations Ltd. (WPL). WPL recorded a higher turnover and improved profitability reflecting the increase in realisation for Sri Lankan teas.


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vii) The turnover of Amalgamated Plantations Private Limited (APPL), in which the company owns a 49.07 per cent stake, was marginally lower than in the previous year. While the company benefitted from higher realisation for its teas, it was impacted by lower crop due to adverse weather conditions and pest attack. With the objective of encouraging share-ownership amongst employees and to build long term employer-employee relationships and create opportunities for wealth creation, APPL successfully completed an issue of 6% Cumulative Compulsorily Convertible Participatory Preference Shares (CCCPPS) during 2010/11. Additionally, APPL is also supported in its initiatives by the International Finance Corporation (IFC), Washington which is also a equity shareholder in APPL.

5. Joint Venture in Liquid Beverage Business Last year we reported that the Company had signed a Memorandum of Understanding (MoU) with PepsiCo Inc. USA for exploring the possibility of

the formation of a Joint Venture (JV) in the area of non-carbonated ready-to-drink beverages. We are happy to now report that the Company and PepsiCo India Holdings Private Limited (PIH) have formed a JV company, named NourishCo Beverages Limited, in which the Company and PepsiCo each hold 50 per cent of the equity capital. The vision of the JV is to develop the business in India and internationally focusing on health and wellness beverage products. This JV is expected to launch a slew of fortified and “good-for-you” health products.

The year under review was marked by interim transition of sales and distribution of Himalayan Water to PIH, en route to NourishCo Beverages Ltd. This transition, effective 1 February 2011, although in its embryonic stage, is expected to drive market reach and volumes of Himalayan Water, afforded by the wider distribution network of PepsiCo India, going forward.

6. MoU with Starbucks The Company together with its subsidiary, Tata Coffee Limited, has signed a non binding Memorandum of Understanding (MoU) with Starbucks

Coffee Company. This MoU will create avenues of collaboration between the two companies for sourcing and roasting high quality green coffee beans in Tata Coffee’s Coorg, India facility.

7. MoU with Kerala Ayurveda Limited The Company has signed a MoU with Kerala Ayurveda Limited to enter into a 50:50 joint venture for facilitating the development of a range of

leading edge, functional and great tasting beverage and food products based on proven Ayurvedic recipes, actives and formulation with necessary research, development and commercialisation capability. The definitive agreements are being finalised.

8. Acquisition of stake in Activate The Group acquired a 31 per cent stake, calculated on a fully diluted basis, in The Rising Beverages Company LLC. Rising Beverages manufactures and

markets a range of vitamin and flavour enhanced water using unique powder dispensing technology, under the ”Activate” brand. This acquisition would give us access to the functional water category which is one of the fastest growing beverage categories in the US. The Company has the option to increase its stake in Rising Beverages in the event the agreed performance criteria are met.

9. Review of Activities A. The Indian Tea Industry Fiscal 2010/11 was another good year for the Indian Tea Industry, which witnessed strong commodity prices on the back of buoyant domestic

demand estimated at 3 per cent to 4 per cent. All India crop was lower than the previous year by 12.50 M kgs largely due to adverse climatic conditions. The markets experienced a significant rise in price levels from August 2010 onwards due to the loss of crop attributed to excessive rain and pest attacks and the consequence of this was lower exports compared to the previous year.

B. Domestic Branded Tea Operations The company’s key domestic brands such as Tata Tea Premium and Chakra Gold performed well during the year under review. The branded

business reported a value growth of 6 per cent and a volume growth of 2 per cent over the previous year.

Tata Tea Gold continued its robust growth story with a 10 per cent volume growth over previous year, backed by a successful consumer promotion that brought new trials for the brand.

Our flagship brand, Tata Tea Premium, made a strong recovery, buoyed by a successful restage and key initiatives undertaken on the brand which included introduction of a new pack face, a fresh proposition driven primarily by a new TV campaign and massive ground level activation.


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Our strong brand, in the value segment, Tata Tea Agni, saw robust growth and was 8 per cent ahead in volume terms over the previous year.

The 25 Years celebration of Kanan Devan was supported by media advertising with the strapline “Winning challenges with a smile for 25 years” and received a positive response from customers and consumers.

Chakra Gold launched a new thematic campaign which strengthens the “open up your mind” proposition that has helped increase the positive disposition of the brand among users of competitive products.

Tetley experienced continuous on ground activation coupled with a new global brand proposition and product extensions, which led to the most profitable year for the brand since its launch in India.

The influential Jaago Re Campaign continued, and a new film was launched which focused on corruption in the education system. This was supported by www.jaagore.com, an online portal that aims to connect the concept of ‘Social Awakening’ to reality. The portal seeks to herald a new movement of change by providing a common platform for exchange of ideas and resources between citizens and social change agents – both NGOs and individuals. A first in India, the portal has 6.2 Lakh registered users since it was first launched in 2008. There are 170 NGOs, 340 volunteering opportunities and an average of 100 volunteers per month.

In a challenging market environment we are very pleased that the Company maintained its volume leadership in the tea market in India. While the environment will continue to witness competitive pressures, the Company is developing a fresh strategy to counter competition in the branded tea sector in India. To start with, the Company is conducting a host of market activation programmes and on-ground promotions to promote all its brands across the country. The Company also plans to refresh and relaunch its tea brands with a view to attract new consumers.

C. International Branded Operations The global Tetley brand was revitalised during the year, with a strong and renewed focus which will be at the heart of the brand’s ongoing

growth agenda. Building on its strong heritage, the Tetley brand continues to develop a broad range of new and exciting teas to suit all cultures, tastes and moods in a variety of formats around the world, particularly for non-black tea variants such as Redbush and Green.

The Group continues to focus on geographical expansion as well as widening its brand and product portfolio. Some of the key initiatives taken in 2010/11 included the test launch of SUKK (a jelly based drink) and T4 Kidz and Tetley Soya in the UK; Tetley for Soy, Billy Campfire & Kitchen Brew variants in Australia and the launch of our products in the Middle East. We continued the emphasis on the speciality category in the UK and Tetley Infusions in Canada, with the launch of two new flavours. Further initiatives are under way for breakthrough innovation in our key strategic growth areas of health and wellness, convenience and sustainability.

Following the decision taken to move to Rainforest Alliance certification of all Tetley products by 2016, the first certified consumer products have appeared on the shelf. Farmer’s First Hand, a web-based promotional activity on Facebook, is being used to support the transition to Rainforest Alliance Certified Tea.

D. Instant Tea The Instant Tea division reported higher production as well as sales during the year 2010/11. During the year, the division developed a new black

instant tea powder for one of its existing customers in Japan.

Zhejiang Tata Tea Extraction Company Limited, China which is a subsidiary of the Company, is a joint venture with Zhejiang Tea Group Company Limited, China set up for the manufacture and marketing of Instant Tea, Tea Polyphenols and tea concentrates. The capacity planned in this facility is 1,750 MT. The market for Green tea extracts is growing at a good pace and as this facility caters exclusively to this segment, the share of the company in this segment will stand to benefit. The project progressed well during 2010/11 and has commenced production of Green Instant Tea products. Exports to various geographies including the US and Europe as well as sales to domestic customers are expected to commence during the second half of the current year.

E. Exports Exports during the year at FOB value of Rs. 156 crores were in line with previous year. The Tea Bag unit at Kochi continued to meet the Group’s

requirements in Australia, Eastern Europe and Middle East and performed well during the year.


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F. Plantation Operations Crop production for the year ended 31 March 2011 at the Company’s Pullivasal and Periakanal Estates was 19.79 Lakh kgs against the previous

year crop of 21.94 Lakh kgs. The yield achieved was lower by 10 per cent due to unfavourable weather conditions.

The productivity achieved by Pullivasal and Periakanal estates to end 31 March 2011 was 50.65 kgs against 51.70 kgs achieved for the same period of the previous season. The combined productivity achieved by these two estates during the year is the second highest while the plucking average of 51.46 kg achieved by Pullivasal Estate is an all time record.

Kanan Devan Hills Plantations Private Limited (KDHP) has completed the sixth consecutive year of strong performance and has underscored the strong fundamentals of the unique business model of employee empowerment practiced in the company. Though the operations of the year gone by were affected by adverse weather conditions and softening of prices for teas produced in South India, it still posted excellent financial results, second only to the record results for the year ended 31 March 2010. With representation from all sections of the employees on its Board as well as following a participatory nature of management, KDHP has excelled in creating a unique self sustaining model for the company. With over 11,000 employees spread over 7 estates and 16 factories, it has now transformed itself into the largest Tea producing company in South India.

G. Community Development, Employees’ Welfare and Environment Conservation The Company’s contribution to society and its welfare continued through community development and social welfare schemes such as the

General Hospital at Munnar, the High Range School and Srishti Welfare Centre. Key activities undertaken by the General Hospital included an awareness programme on HIV/AIDS, and awareness programmes on bio-medical waste management and the importance of voluntary blood donation. The Hospital also carried out a breast cancer awareness programme and periodic diabetic clinics. The Srishti Welfare Centre, which provides education and vocational training to mentally and physically challenged persons, received a runner-up award for outstanding safety performance from the National Safety Council (Kerala Chapter) for the year 2011.

10. Industrial Relations During the year under review, industrial relations remained generally peaceful at all our offices and establishments.

As part of the Company’s integration programme, the relocation of employees from our historical home in Kolkata to Bangalore was successfully accomplished. The Company also offered the option of voluntary employee separation scheme to employees of the non management cadre who were unable to relocate to Bangalore for personal reasons.

11. Corporate Governance & Management Discussion and Analysis (MDA) A detailed report on Corporate Governance is separately attached together with a report on the MDA. The MDA also covers the consolidated

operations and reflects the global nature of our business.

12. Tata Business Excellence Model (TBEM) The Company will continue to participate in the TBEM external assessment in the current year as well. The feedback received from the assessment

conducted in 2010 has helped the Group to confirm many actions as well as realise new opportunities. This will be the second time we will be assessed as Tata Global Beverages on a consolidated basis. Senior leadership team in the Group has taken individual ownership of the various TBEM categories. Each of the category owners will now head a team that meets regularly to progress as per a calendar that has been drawn up for this activity.

13. Directors’ Responsibility Statement Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 (‘the Act’) and based on the representations received from the

operating management, the Directors hereby confirm that:

i) In the preparation of the Annual Accounts for 2010/11, the applicable Accounting Standards have been followed and there are no material departures.

ii) They have selected such accounting policies with the approval of the Statutory Auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year.


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Continued


iii) They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) They have prepared the Annual Accounts on a going concern basis.

14. Directors During the year Mr. Ajay Shankar was appointed as an Additional Director with effect from 30 April 2010 and he was subsequently appointed as a

director liable to retire by rotation at the Annual General Meeting held on 23 August 2010.

Mrs. Sangeeta Talwar, Executive Director, resigned from the services of the Company with effect from 1 August 2010 to pursue a new assignment with a non-profit company. Your Directors wish to note their appreciation for her contribution to the development of the company.

Mr. P D Unsworth resigned as the CEO of the Tata Global Beverages Group and as a director from the Board of the Company with effect from the close of 30 June 2011 for personal reasons. As CEO of the Tata Global Beverages Group since 2008, Mr. Unsworth led the Group’s integration and transformation agenda in the face of many challenges which enabled the business to make huge progress both towards creating a robust strategy and developing a new culture to support the ambitious growth. The Board wishes to place on record its deep appreciation of the contributions made by Mr. Unsworth towards the progress of the Company and its subsidiaries.

Mr. R K Krishna Kumar, Mr. A R Gandhi, Mr. J S Bilimoria and Mrs. Mallika Srinivasan retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-election.

Brief particulars and expertise of these Directors and their other directorships and committee memberships have been given in the annexure to the Notice of the Annual General Meeting in accordance with the requirements of Listing agreement with Stock Exchanges.

All these Directors have filed Form DD-A with the Company as required under the Companies (Disqualification of Directors under Section 274(1)(g) of the Companies Act, 1956) Rules, 2003.

15. Auditors The Members are requested to appoint the Auditors and fix their remuneration. Messrs. N M Raiji & Co. and Lovelock & Lewes, the retiring Auditors

have furnished certificates of their eligibility for re-appointment as required under the Companies Act, 1956.

16. Particulars of Employees Information as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as

amended, forms part of this report. However, as per the provisions of Section 219(1) (b) (iv) of the Companies Act,1956, the report and accounts are being sent excluding the statement containing the particulars to be provided under Section 217(2A) of the Companies Act 1956. Any member interested in obtaining such particulars may write to the Company Secretary for a copy thereof.

17. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with Companies

(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report.

18. Concluding Remarks The Directors are sure that the shareholders would like to join them in conveying their appreciation to all employees of the Company for their sincere

and dedicated services during 2010/11 without which such performance given the challenging environment would not have been possible.

On behalf of the Board of Directors

(R N TATA)Mumbai, Chairman28 July 2011


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Annexure to the Directors’ ReportManagement and governance

Particulars of Conservation of energy, Technology absorption and Foreign exchange earnings and outgo in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 forming part of the Directors’ Report for the year ended 31 March 2011:

A. Conservation of Energy 1. Energy conservation measures taken during 2010/11 Energy conservation measures taken at the Company’s estates included replacement of motors in Continuous Fermenting Machines with wind

assisted exhausts and close monitoring of running of fans in the troughs.

In the Cochin unit, energy conservation measures included installation of an additional capacitor bank - 100 KVAR (Kilovolt-Ampere-Reactance) with an automatic power factor controller.

2. Additional investment and any new proposal under implementation aimed at energy conservation The estates continued to encourage use of CFL at households as done in the previous years and are expected to result in an additional

investment of approximately Rs. 3 Lakhs. Workers are provided these CFLs at a highly subsidised rate in easy installments. This has contributed to a saving of about 80 per cent in power consumption.

3. Impact of the measures taken The replacement of motors in Continuous Fermenting Machines and close monitoring of running of fans in the troughs have helped reduce

power consumption.

The additional capacitor bank installed in the Cochin Unit resulted in the improvement in power factor to 0.99 (0.93per cent in 2009/10) with an increase in the incentive to Rs. 60,000 per annum (Rs. 20,000 per annum in 2009/10), which is almost 1 per cent of the total power cost. At the existing peak maximum demand of 360 KVA, the improvement in power factor translates to an anticipated reduction in maximum demand of about 20 KVA resulting in a monthly saving of Rs. 350 / KVA equivalent to Rs. 7,000 per month. Other benefits expected as a result of improvement in power factor includes reduction in loss of power in the distribution system, improved voltage which will help in machine efficiency and prevention of overheating and premature failure of motors and other inductive equipment.


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Form ADISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

2010/11 2009/10

Power & Fuel Consumption

Electricity Purchased

Units (lakhs kwh) 122.73 108.53

Total amount (Rs./Lakhs) 621.58 509.61

Rate/Unit (Rs./kwh) 5.06 4.70

Own Generation (Through Diesel Generator)

Units (lakhs kwh) 11.32 12.52

Total amount (Rs./Lakhs) 136.44 129.66

Units/Ltr of diesel 3.17 3.72

Rate/Unit (Rs./kwh) 12.05 10.35

Coal – –

Furnace Oil

Quantity (kl) 3,269.20 2,864.76

Total Cost (Rs./Lakhs) 863.26 653.29

Average Rate (Rs./kl) 0.26 0.23

Others - Firewood

Quantity (lakh/Cu.Mt) 0.21 0.24

Total Cost (Rs./Lakhs) 254.81 218.39

Average Rate (Rs./Cu.Mt.) 1,197.70 924.76

Consumption Per Unit of Production

Tea

Electricity (Units/Kg of Tea) 0.15 0.14

Firewood/1000 kg of sifted tea 7.85 7.26

Instant Tea

Electricity (Units/Kg of Tea) 2.63 2.64

Furnace Oil (Ltrs/Kg of Tea) 1.67 1.56

Coal – –

Others - Firewood (Cu.Mt.’s/Kg of Tea) 0.003 0.005

Previous year’s figures have been regrouped/reclassified wherever necessary.

The rate per unit of electricity purchased has gone up by 8 per cent in 2010/11 due to the increased rate of electricity charges.

The decrease in units of own generation of electricity per litre of diesel was due to use of hired gensets of lower capacities during the period when our generators were undergoing maintenance.

Higher consumption of furnace oil at ITO is on account of lower availability of firewood.

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Form B 1. Specific areas in which R&D is being carried out in the company The work programme in R&D Bangalore focuses on new product and process development to meet the global growth agenda, packaging

development, sustainability initiatives, and technical support to ensure product compliance in different geographies and working with the trade to develop new regulations and improve capabilities for compliance.

The new product and process improvement programme covers tea, coffee and tea based liquid beverages and includes working with healthy ingredients, ingredient companies, collaborative projects and investigation of opportunities for collaboration with companies globally. A key area of development was that of beverages using ingredients beneficial to health which also includes herbs, extracts and other healthy ingredients. The technical support and audit programme provides data on product and packaging to monitor conformance to quality requirements. The technical support projects are development of packaging materials and innovative and sustainable packaging options, analytical method development and the analytical support program to ensure consumer safety and conformance to the quality specifications.

The setting up of a Global R&D function with units operating in India, the UK and the USA has facilitated close collaboration with the Global Innovation and Global Marketing functions in the UK to develop product concepts for a global customer base. Adoption of Stage and Gate Model for Product Development initiatives has helped the function to align itself well with the Company strategies and plans.

Development of improved packaging materials which are recyclable, and biodegradable laminates for secondary packing of tea are the important areas of work during the year, targeting the global initiatives for sustainability.

Development of new products and processes involves identification and use of healthy ingredients (including Ayurvedic ingredients) to supplement the healthy image of tea and coffee, and scouting and identification of technologies and processes to suit the requirements of the development program. This work includes discussions with global experts and suppliers who have established credentials, to evaluate their offerings. This has helped the Company to evaluate new technologies and to improve the understanding of various ingredients, its interactions, their functionalities and their potential application. Exploratory discussions with potential International collaborators have broadened the new product and technology opportunities being investigated this year.

Collaborative research, sponsored analytical work and technical discussions were held with institutions like CFTRI, SNDT Women’s University, NIN, CIPET and Commercial establishments like DSM, Cargill, Global Calcium and Synthetic Industries, analytical facilities like Vimta, Shiva Analytical, SGS, MicroChem-Silliker and TUV-SUD in India and Eurofins in Germany. The range of activities of these collaborations were to aid technical resolution of issues, analytical and process development studies, routine analysis and shelf life studies to support developmental work. This broadens the capabilities of the in house resources to meet the requirements of the Company.

2. Benefits derived as a result of R&D Flavoured green tea with Lemon and Mint flavour was launched during the year under Tata Tea Premium Trim brand, as a line extension of the

existing range of flavoured tea bags.

A hot lemon tea premix developed for vending operations has been commercialised.

Three premixes were developed for hot vending operations – Chocolate milk, Badam milk and Tomato soup, and were launched under Tata Café Jiffy brand.

The testing programme to ensure conformance of the products to quality specifications was completed with products selected by a sampling plan including all brands and their variants of tea and Ready to Drink (RTD) beverages from all packing centers. The analyses carried out are iron filings, pesticide residues, heavy metals PFA specifications for tea and all food safety requirements for RTD beverages. All the samples analysed showed total compliance to specifications indicating the Company’s commitment to quality and consumer safety. A testing program to ensure conformance of packaging materials to quality specifications was also undertaken during the year.


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R&D continues to work on local and international legislation and standards with industry committees. The interactions are with Tea Board, BIS, CII and FICCI in India to provide comments and proposals on regulations and draft legislation introduced by the Government. The Company also interacted with the FAO IGG Working Group, Tea Associations and Tea Packers Association and, the Indian Tea Board MRL sub-Committee on pesticides for development of new regulations for tea.

R&D continues to provide support to the Global Supply Chain Function on various technical issues.

3. Future Plan of Action R&D will continue to develop a portfolio of new products and processes targeting “good-for-you” products with focus on health and nutrition. The

emphasis on innovative and differentiated product development will contribute to the New Product Development (NPD) funnel that is focused on keeping in step with the rapidly changing global beverages market. More focus would be given for innovation and adoption of new technologies and processes to develop and optimise products for the target consumers. The key challenge for the future is to develop new technologies and to broaden the range of products to meet the Company’s global growth agenda. Improvement in facilities and resources and optimum resource utilisation will also be a focus in the coming year.

NPD Projects of global nature, which are commercial and technically driven, with a health focus, will increasingly be part of the agenda. These are evaluated quickly to identify those of significance to the Company’s strategic growth plan. More collaborative work between the R&D units in India, UK and USA will be undertaken with the increasing possibility of exchange of technical personnel, to enable sharing of experience and technical knowledge.

Active participation in the development of the Commercial innovation agenda to provide the roadmap for the next generation of differentiated health products for competitive edge through scientific support for their functionalities to contribute to the global growth agenda would continue to be a key focus area. Addressing of sustainability initiatives through development in packaging will be a thrust area in the coming year.

Testing programs to monitor compliance of tea products and packaging materials to quality specifications will continue in the next year.

Work will also continue with the CII, FICCI, Tea Board, BIS etc and the regulatory bodies including the FSSA to submit contributions on legislation relating to food safety and standards. The IP Roadmap will continue to be defined to ensure protection of the Company’s interests in developmental activities.

Addressing international issues such as pesticide regulations, involvement in the development of National and International standards will continue to be part of the work programme.

4. Expenditure on R&D Rs. Lakhs

2010/11 2009/10

Capital 2.48 64.45

Revenue 321.99 383.10

324.47 447.55

R & D expenditure as percentage of turnover 0.18 0.26

5 Technology Absorption, Adaptation & Innovation i) Efforts, in brief, made towards technology absorption, adaptation and innovation:

The efforts in technology adaption and innovation resulted in the development of the following products:

• DevelopmentofFlavouredTea:LemonandMintvariants

• DevelopmentofHotlemonteapremixforvending

• Developmentofvendingpremixesforhotchocolatemilk,BadammilkandTomatosoup

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ii) Benefits derived as a result of the above efforts

The benefit is that the Company is able to offer a portfolio of branded products to our consumers in the form of new and innovative products. Our in-house R&D team located across India, UK and in USA, work with a network of Research organisations to develop and source unique and “bespoke” product formulations, which allow our Commercial teams to regularly introduce new and exciting variants to our existing lines of Tea, Coffee, Fruit and Herbal infusions and fortified beverage solutions. The New Product Agenda will focus on growing our “good-for-you” beverage agenda and the address of “convenience based offerings”.

iii) Imported Technology

The Company has not imported any technology during the last five years and hence furnishing the information required under 3 (a) to 3 (d) does not arise.

6. Foreign Exchange Earnings and Outgo Exports during the year at FOB value of Rs. 155.56 crores were in line with the previous year’s numbers. The Tea Bag unit at Kochi continued to meet

the Group’s requirements in Australia, Eastern Europe and Middle East and performed well during the year. Efforts to promote exports in these markets will continue to be pursued.

Rs. in Lakhs

2010/11 2009/10

Value of ImportsRaw Materials 3625.59 3548.87 Stores, spare parts and packing material 1868.76 1640.10

Capital goods 7.23 1023.78 Expenditure in Foreign Currency

Selling expenses 265.89 320.38 Foreign travel 128.24 99.88 Professional fees 95.68 65.96 Management service fees 1735.87 1717.12 Other expenses 244.18 311.53 Foreign Exchange EarnedFOB Value of exports 15556.48 15558.84 Technical service fees - gross 89.30 93.55 Dividends gross 5345.55 6955.21 Management service fees 704.56 642.83 Others (Freight, Insurance, etc.) 1159.77 821.89

On behalf of the Board of Directors

(R N TATA)Mumbai, Chairman28 July 2011


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Executive OverviewTata Global Beverages is a virtually integrated beverage business with the vision to be a global leader in branded “good-for-you” beverages, through disruptive innovation, strategic acquisitions and organic growth. The new name of your Company, adopted in July 2010, united the beverage interests of the Tata Beverage Group under one umbrella and signalled its global ambition. Your company’s markets and operations are truly global, with 70% of turnover now generated outside of India, up from 65% in the prior year.

The coining of Tata Global Beverages was the logical step in the Group’s evolution from its history in tea plantations to becoming a marketing and brand-focused organisation. It is no longer a tea and coffee commodity business - over 90% of our sales today are from branded products. The company has a portfolio of global and regional beverage brands, which we develop, market and distribute to customers.

During the year, your Company continued its exciting transformation. Your company’s raison d’etre was established and it has set out “to make the world a better place through sustainable hydration”. Your company’s strategy to achieve this mission is based on six pillars - products, brands, distribution, people, process and sustainability. The culture and values of Tata Global Beverages add up to something unique that can be crystallised as a sense of ”responsible irreverence”.

1. Industry Structure and Developments Tea and coffee continue to be enjoyed by consumers in many countries around the world. Your company possesses strong, established brands in

both categories that enable it to capture a sizeable proportion of the global tea and coffee market.

A strong trend is evolving as part of the consumer’s health and wellness agenda towards “good-for-you” beverages, differentiated by function, flavour and format. Your Company is on its way to seizing and fuelling this trend, such as through innovative tea variants and through alliances with third parties who have specific expertise.

Furthermore, sustainability and environmental concerns are playing a greater role in the business of consumer brands. Your company has embedded sustainability into its mission statement and roadmaps are now in place to tackle the issues of packaging, ethical sourcing, water and climate change. We have committed to source 100 per cent of our key agricultural raw materials and packaging components from sustainable sources and ensure that no packaging goes to landfill by 2015. We are also working towards better understanding the Group’s water footprint and committed to reducing carbon emissions.

In terms of your company’s supply chain, tea crop in India which saw a strong start in 2010 however ended lower than the previous year due to the impact of adverse climatic conditions both in South and North India besides pest attacks in certain parts of tea growing areas. The crop at 966.2 M kgs in 2010 was lower than the previous year by 12.50 M Kgs .The lower crop further impacted the export of teas from India. India exported 193.29 M kgs in 2010 as compared to 200.62 M kgs in 2009.

Domestic demand for teas grew by three per cent to four per cent and coupled with the lower supply led to increase in raw tea prices.

In the current year, there were good rains in the tea growing districts of Assam and the crop situation looks good. The market remained firm with mostly clean, old season teas being well competed for. Quality teas are expected to witness good demand from the domestic markets and continue to sell at a premium while medium / plainer varieties for both Orthodox / CTC’s should sell in line with quality. The outlook is for a dearer, strong market as new season’s teas go on sale. In contrast, the markets in South India are witnessing a weak trend as the weather has been drier.

By comparison, the global tea crop position during 2010 was comparatively in line with the previous year. The position was impacted by adverse weather conditions in most tea growing areas. There is a risk of volatility, due to the tight supply / demand scenario, but with long rains having started in Kenya, the situation is expected to ease, although it is a little early to predict that the rains will translate to good crop. The Kenyan and Sri Lankan crop in 2010 was higher than the previous year.


Management discussion and analysis report


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With regard to Coffee, 2010 began on a steady note for both Arabica and Robusta. Going by the prospects of the biggest ever ‘on’ year crop in Brazil that would ultimately result in only a marginal surplus in supply, no changes were witnessed in the prevailing price levels. Even though the market started steady there was a significant upward journey from the end of June onwards which meant that the price of Arabica appreciated by about 100% by the end of the year. Robusta was not left untouched by the explosive increase in Arabica but the extent of increase was far less at about 50%, as it showed a greater supply surplus than Arabica.

The water business from the current year will be undertaken by NourishCo Beverages Limited, the Joint Venture between your Company and PepsiCo. NourishCo have already drawn plans for distribution of Himalayan and the newly developed fortified water products. The vision of the water business is to offer a portfolio of leading edge health and wellness products in a wide range of formats and delivery options to straddle the entire consumer pyramid.

2. Consolidated Performance Consolidated income at Rs. 6,005 crores for the year grew by three per cent against the prior year, despite a challenging trading environment, driven

by price increases in the branded business and the favourable impact of the acquisition.The Group reported a year-on-year sales growth of six per cent at constant exchange rates. Operating profitability was adversely impacted by commodity cost increases and increased investment behind brands and new market launches. Further, costs were incurred in creating global capabilities across geographies and functions. As a result, profit after tax for the year was at Rs. 292 crores as compared to Rs. 393 crores reported in the prior year.

In the UK & Africa, the underlying income was higher than the prior year attributable to price increases in the UK and favourable impact of increase in stake in our Joint Venture in South Africa. Canada total income was ahead of prior year attributable to strengthening in the herbal/ethnic/speciality sales and growth in infusions (tea-based sachets) while Europe & Middle East sales improved due to impact of acquisition. The total operating income of South Asia growth against prior year was attributable to volume and price increases in Indian branded tea business. It was a challenging year for the US region resulting in some lower volumes as a result of price increases to recover higher input costs.

Strong brands and your Group’s investment behind them meant that the Tata Global Beverages is both the volume and value leader in Canada whilst continuing to maintain its volume leadership in India.

The Group continues to focus on geographical expansion in addition to widening the product offerings. Some of the key initiatives included test launch of SUKK (a jelly based drink); T4 Kidz, Tetley Green Blueberry and Lemongrass & Honey in the UK; Tetley for Soy, Billy Campfire and Kitchen Brew variants in Australia; Metabolism Boost Eight O’Clock coffee in the US and two new Tetley Infusions flavours in Canada. In terms of distribution gains, your company launched products into markets in the Middle East and a range of Eastern European countries.

The consolidated financial highlights for 2010/11 are as follows:Rs. Crores

2010-11 2009-10 Variance

Net Operating Income 6005 5821 184Operating Profit 509 619 (110)PBT before Exceptionals 485 625 (140)Exceptional Items 10 16 (6)PBT 495 641 (146)PAT 292 393 (101)Group Consolidated Net Profit 254 390 (136)

With a view to improving competititiveness, across key geographies and functions, your Group is undertaking a strategic review of the cost base and this exercise is expected to be completed during the current year.

We have also embarked on a medium term development plan for the beverage business identifying growth opportunities within existing categories and as well as through new business streams.


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Management discussion and analysis reportContinued

3. Standalone Financial and Operating Performance Rs. Crores

2010/11 2009/10

Total Income 1914 1837Profit before tax and exceptionals 207 255Exceptional Income*(net) 23 240Profit before tax 230 495Provision for tax 49 104Profit after tax 181 391

* Exceptional income represents profit on sale of non core investments offset by office reorganisation costs. In the prior year exceptional income included profit on sale of shares in an associate company offset by amortisation of employee separation scheme.

While Total Income improved as a result of a good branded product performance, profitability was affected due to increase in input costs and competitive pressures. The price increases taken by your company however softened the impact to a certain extent.

4. Product / Brand Performance a) International Operations Branded income for the year ended 31 March 2011 improved over the previous year on the back of price increases in most of the geographies.

Branded profitability for the year is adverse to prior year mainly due to the steep increase in commodity costs coupled with investment for growth. Significant amounts were incurred during the year on investment behind brands in markets like the UK, Europe and the US. In the UK for instance, the Tetley Tea Folk returned to consumer advertising campaigns after an absence of nearly a decade. In Canada, Tetley Herbal was repositioned to consumers using striking advertising and promotional activity.

The Tetley brand continues to develop a broad range of new and exciting teas to suit all cultures, tastes and moods in a variety of formats around the world. It has recently embarked on a sizeable global branding project, which led to a new, unified appearance for the brand on a global scale. Currently market leader in Canada, the brand’s strong innovation agenda includes the first launch of Extra Strong tea, for a fuller flavour, Tea for Soya, specially created to be drunk with soya milk, and ‘Infusions’ – a liquid ‘Real Brew’ tea mix for water, which is performing well in Canada.

Region wise key performance highlights were as below:

Eight O’Clock coffee launched a new Metabolism Boost variant and refreshed its packaging. The brand was also selectively launched in certain European markets.

In Canada, Tetley has become the leader in Speciality tea in addition to Black tea and has gained considerable share in the last 52 weeks. The year saw the introduction of our Good Earth brand in the market.

In the UK, the Tetley Tea Folk were launched after many years and attracted quite a lot of press and public attention. Tetley brand relaunch featuring the Teafolk contributed to the highest spontaneous awareness amongst consumers for three years.

In Europe, the Tetley brand saw significant sales improvement in Poland. The brand was also launched in to Middle East markets.

Your Group will continue with its mission ‘to make the world a better place through life enhancing sustainable hydration’. Towards this, an Innovation Council, with members from cross functional teams across the Tata Global Beverages Group has been established to ensure full engagement in the innovation process, and to bring projects to market more efficiently. A slew of growth initiatives are being actively pursued like Tetley Infusions, pack re-design for Tetley brand, Sukk launch, T4 Kidz, Organic tea, Redbush in key markets.


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b) Domestic brands All the key Indian brands performed well during the year and your company maintained its volume leadership. A major highlight was the

success of the Jaago Re campaign, centred on ‘social awakening’. Communication was integrated for the four major Tata Tea brands – Tata Tea Premium, Tata Tea Gold, Tata Tea Agni and Tata Tea Life - into one emotional platform that has resonated well with consumers and enhanced brand value. The intent has been to ensure that consumers of different Tata Tea brands see Jaago Re as their brand campaign. Your Company proposes to continue with the Jaago Re campaign, interspersed with specific brand communication as and when there is news on any of the brands in order to capitalise on its success. In pursuance of your Company’s strategy to offer innovative “good-for-you” beverages, product development on vitamin-fortified variants is also under way.

Several brand initiatives were taken in India, including successful restaging of the flagship Tata Tea Premium, consumer on pack promotions in Tata Tea Gold and Tata Tea Agni as well as repositioning of brand Chakra Gold with the new thematic campaign which strengthens the “open up your mind” proposition, which aided improvement in the mind shares and imagery parameters. Several new products were launched in India to widen the portfolio. The water business in India saw marginal drop in volumes against the previous year due in part to the restructuring of distribution. This business along with the proposed launch of functional water products will now be launched from our Joint Venture with PepsiCo India, NourishCo Beverages Limited.

5. Outlook The outlook for your company is promising, in light of its refreshed mission and vision and clear strategic framework. Tata Global Beverages’

leadership team and employees at all levels are in line with the strategy and working towards making it a success.

The recent brand investment and key campaigns such as Jaago Re and Tetley Tea Folk should serve to enhance brand value in the consumer’s eyes so that our brands remain top of mind.

Disruptive innovation is core to your company’s success and culturally and structurally Tata Global Beverages is in a good position to deliver this with its new Global Marketing and Innovation and Research and Development teams that are specifically focused on creating growth outside of the core business. The company’s product development team has developed an exciting range of water based and other products which will fuel our growth in future.

Your company is also attracting key talent with strong FMCG background who bring expertise and experience that can be leveraged to fuel growth.

6. The Environment a) Consumers Consumer confidence remains fragile in many markets, with economies around the world faced with inflation, low interest rates, unemployment

and minimal GDP growth. Consumers themselves have been particularly susceptible to grocery bill inflation so are price-sensitive and looking to economise by either shopping for promotions or trading down. In the UK for instance, according to Nielsen research, goods bought on promotion are at an all time high of 40%. This has affected your company’s volumes and margins to some extent. Your Company invested in promotional spend to retain market share such as on-pack promotions. In spite of a fragile consumer mindset, your Group was able to implement price rises across a number of brands such as Eight O’Clock Coffee and Tetley Tea and your Company continued to invest in marketing-communications initiatives to augment brand affinity in order to protect market share.

b) Retailers The international retail market is especially competitive in the current climate, as consumers shop around more in their efforts to economise.

Brand owners, such as your Company, are vulnerable to this market scenario because retailers are continually focussing on costs to assuage demand weakness. As a result, your Company has had to invest in trade promotions to remain competitive. Promotional spend as % of sales has fallen but remains over 13% of total sales. As in the past, in core markets, the strength of brands and sales and marketing teams capabilities allows us to mitigate some of these pressures, albeit not entirely.


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c) Commodity Prices In line with other consumer-facing businesses, your company was faced with significant rises in input costs. In particular, raw tea and coffee

beans saw significant cost rises during the year. The commodity costs for tea and coffee have been on an upward spiral: Coffee is at a 30 year high, with Arabica rising by 100% in the financial year. Tea prices have risen in the past few years and the past year saw further volatility. Your Company continued its strategy of hedging and scenario-planning to develop models to manage rising commodity costs. The cost base faced additional pressure from energy, transport and packaging costs.

d) Competitors The ambient tea and coffee market is extremely competitive, with all players chasing market share. Recent years have seen the rise of retailers

own-brands as well as increasing innovation and brand investment by more established players. Some of the more premium players have repositioned their offering to tap into the trend for down-trading. Local players holding prices down in India meant your company was forced to reduce prices for some products to retain market share. Your company has responded to these competitive challenges by increasing its brand investment so that customers and consumers pick our product off the shelf ahead of its competitors. Your Company has also invested in packaging to make products more appealing, modern and engaging.

e) Interest Rates The economic recovery post the credit crunch, as expected, is taking substantial time especially in the developed economies. Consequently,

interest rates continue to be low. Within the prevailing environment, strong treasury performance has optimised the returns on surplus funds, whilst at the same time leaving them readily available to support strategic growth. To minimise the interest outflow, the Group has repaid its loan in the UK and refinanced its high cost loans in India to a low interest coupon bond.

f) Exchange Rates We experienced volatile exchange rate movements during the year. Re/$ during the year had a high of 47.69 and a low of 44.10 with its median

at 45.57. Similarly £:$ had a high of 1.64 and a low of 1.43 with a median of 1.55. Our strategy continues to be to take cautious positions with regard to hedging and ensure covering known exposures. For our UK based business wherein tea is sourced in $ but sold to customers in £, change in £:$ has had a material impact, adversely impacting the underlying commodity costs. Our export oriented extraction business from India was also adversely impacted by the $ / Re exchange rate which was lower than the previous year’s median of 47.73. With over 70% of our business outside India, exchange rate movements have a translation impact on the financial performance when expressed in reporting currency (Indian Rupees).

7. Opportunities and threats Opportunities Your Company is well poised to grow its wider beverage agenda across the globe. It has very strong brands in its portfolio with an ever diversifying

product range. Over the past few years the company has extended its geographical reach mainly through acquisitions. The company continues to focus on category enhancement to mitigate the risk of de-growth in black tea market especially in the western world.

Your Company’s “good-for-you” beverage ambition is a key opportunity as consumers around the world develop a stronger appetite for products with health and wellness attributes. The company is increasingly looking for growth opportunities in the functional beverages category. During the year, your Group invested in Rising Beverages, the owner of the ActivateTM brand. It gives us access to the functional water category which is one of the fastest growing beverage categories in the US.

Similarly, NourishCo Beverages Limited, in which we and PepsiCo own a 50:50 equity stake, has potential for growth in line with your Company’s “good-for-you” beverage growth strategy due to its focus on health and wellness beverage products. The MoU with Kerala Ayurveda Limited to enter into a 50:50 Joint Venture may yield the development of leading edge, functional and great tasting beverage and food products based on proven Ayurvedic recipes.

The non binding Memorandum of Understanding (MoU) with Starbucks Coffee International Inc. for a potential strategic collaboration in areas of sourcing and roasting of coffee beans may yield other growth opportunities.


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The integration of the business and strengthening of key business capabilities such as Global Research and Development, Marketing and Innovation, give your company potential to continue to pursue disruptive innovation to achieve its mission.

Sustainability presents a key opportunity for your company to create competitive advantage that builds long term value through stronger, more sustainable brands which will appeal to customers and consumers alike. It will also future proof our supply chains and help to secure a licence to operate.

Your company has managed to implement a number of price rises and the customer acceptance is encouraging. We will endeavour to continue to monitor and amend pricing to protect margins and shareholder value.

Threats As the world recovers from the recession, the challenging trading environment, intense competition and fragile consumer confidence will continue

to challenge volumes and margins. Price sensitivity amongst customers will make it difficult to fully protect profitability by raising prices to recoup any future increases in commodity prices. The tea and coffee buying teams will maintain their close monitoring of commodity costs and implement the sourcing strategy accordingly. Ambient tea and coffee and “good-for-you” beverages are highly competitive FMCG categories, so your company will continue to gather market intelligence on new market entrants and pertinent activities by existing players.

8. Risks and Concerns One of the major challenges for our business is the increase in input costs. A strategic review of the cost base to identify cost rationalisation

opportunities and improve competitiveness is being undertaken.

The year under review had been further challenging due to a tough and competitive trading environment in the branded space across key regions. Challenges exist in terms of pricing, intense promotional activity by competition and potential retail consolidation in the UK.

9. Human Relations and Industrial Relations Corporate identity Subsequent to the change in name of the Company from Tata Tea Limited to Tata Global Beverages Limited in July 2010, the names of most of the

Company’s overseas subsidiaries were also changed with Tata Global Beverages being reflected in their respective new names. The roll out of the new name and identity - Tata Global Beverages – has been one of the definitive vehicles of integration of the erstwhile independent identified businesses.

As the most publicly visible element, your Company’s new corporate website, www.tataglobalbeverages.com launched in February 2011 is the vibrant online face of your company giving anyone who visits an insight into our brands, product innovations, performance, people and much more.

Culture change and employee engagement Our first wave of ‘Culture Champions’, a diverse group of people from across Tata Global Beverages, have worked together as one team to make

waves and bring our culture to life as described by our directional themes. Together they have successfully actioned 36 initiatives to engage their colleagues and provide catalysts for change. This team of Culture Champions cuts across the traditional hierarchy and organisation structure.

ThinkBIG!, our unique employee innovation competition and a global culture champion initiative, was a major highlight of our innovation and employee engagement journey. It captured people’s imaginations across the globe, resulting in 1,300 new ideas and driving both integration and transformation.

In combination with these culture initiatives, the senior leadership team engaged with employees to share and discuss the Group’s newly determined strategic initiatives at a series of regional road shows, supported by other communication vehicles.

Integration and consolidation within India The complex process of integrating the functions of the pre-existing businesses in India has been achieved with minimal disruption and is already

bringing about positive results. In addition, the sensitive matter of relocating employees from our historical home in Kolkata to new offices in


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Bangalore was successfully accomplished with employees reporting that they had been treated fairly and openly. Union negotiations have been successfully concluded.

During the move from Kolkata to Bangalore the opportunity was taken to significantly reduce the cost of the administrative functions.

The Industrial Relations situation across all the locations of the Tata Global Beverages Group was harmonious. The total number of employees on the rolls of Tata Global Beverages Limited as of 31 March 2011 were 2,373. The beverage group which includes the Companies’ subsidiaries employs over 8,000 people, including plantation workers.

10. Internal Controls and Governance Your Company has adequate internal controls and robust systems in place to ensure that all its assets are fully protected. The Internal Audit

Department carries out an audit of the transactions based on a programme approved by the Audit Committee. The Audit Committee of your Company periodically review the observations made by the internal auditors in their reports with specific focus on the control environment and suggest measures for improvement where necessary. The Executive Office in UK also periodically monitors the management information reports received from various units. The Executive Office also has a direct interface with the respective Regional Presidents at which it reviews the internal controls and systems besides operational issues. The Company is also looking at strengthening the reporting/planning system for improving controls and data drill down capabilities which would be an important element of the decision support system within the beverage group.The Tata Code of Conduct has prescribed guidelines outlining the key disclosure and governance requirements besides mandating the observance of applicable statutory requirements by the Company. Your Company and its senior management have affirmed adherence to the Code.

11. Cautionary statement Certain statements made in this Report relating to company’s objectives, projections, outlook, expectations, estimates etc may constitute ‘forward

looking statements’ within the meaning of applicable laws and regulations. Actual results may differ from such expectations, projections etc., whether express or implied. Several factors could make a significant difference to the company’s operations. These include climatic conditions, economic conditions affecting demand and supply, Government regulations and taxation, natural calamity, currency rate changes etc. over which the company does not have any direct control.

12. Conclusion Your company continued to enjoy growth despite being faced with intense cost pressure, particularly from tea and coffee commodity costs, coupled

with a challenging trading environment. Yet the Group was successful in taking price increases and maintaining its strong market position in many of its key markets. The Group continues to integrate and build global capabilities, whilst investing behind its brands and products and new growth areas.




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Report on corporate governance for 2010/11

1. Company’s philosophy on code of governance The corporate governance philosophy of the Company is to ensure transparency in all dealings and in the functioning of the management and the

Board. These policies seek to focus on enhancement of long-term shareholder value without compromising on integrity, social obligations and regulatory compliances. The Company operates within accepted standards of propriety, fair play and justice and aims at creating a culture of openness in relationships between itself and its stakeholders. It has set up a system which enables all its employees to voice their concerns openly and without any fear or inhibition. The corporate governance philosophy of the Company has been further strengthened through the Tata Code of Conduct, Tata Business Excellence Model, Tata Code for Prevention of Insider Trading and Code of Corporate Disclosure policies.

As a global organisation the corporate governance practices followed by the Company are compatible with international standards and best practices. As a responsible corporate citizen, the Company had established systems to encourage and recognise employee participation and volunteering in environmental and social initiatives that contribute to organisational sustainability, systematic training, learning and personal growth, conservation of energy and other scarce resources, promoting safety and health of its employees and of the neighbouring community, etc. These actions have become an integral part of the Company’s operating plans and are not meant for building of image or publicity.

2. Board of Directors As on 31 March 2011 the Company had 13 directors and the composition of the Board of Directors is given in the table below. The Chairman of the

Board is a Non-executive Director and about 92 per cent of the Board comprises of Non-executive Directors. In terms of Clause 49 of the Listing Agreement with the stock exchanges as amended during 2008/09, at least 50 per cent of the Board should comprise of Non-executive Independent Directors. The Non-executive Independent Directors constituted 53.85 per cent of the Board as at 31 March 2011.

A. Composition and category of Directors, attendance of each Director at the Board meetings and the last AGM, number of other Boards or Board Committees in which he/she is a member or Chairperson, number of Board meetings held, dates on which held

Composition of Board of Directors as at 31 March 2011

Category Number of Directors %

Non-independent Directors 5 38.46Managing Director 1 7.69Non-executive Independent Directors 7 53.85

13 100.00

During 2010/11, Mr Ajay Shankar was appointed as an additional Director with effect from 30 April 2010 and he has since been appointed as a Director liable to retire by rotation by the shareholders at the Annual General Meeting held on 23 August 2010. During 2010/11, Mrs Sangeeta Talwar, Executive Director, resigned from the services of the Company with effect from the close of business hours on 31 July 2010. Consequently she ceased to be a Director and Executive Director effective 1 August 2010.

Mr P D Unsworth, Non-executive Non-independent Director resigned from the Board of the Company with effect from the close of 30 June 2011 for personal reasons.


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Report on corporate governance for 2010/11Continued

Details of attendance of Directors at Board meetings and at the last year’s Annual General Meeting with particulars of their other directorships and Chairman/membership of Board Committees (excluding Tata Global Beverages Limited) showing the position as at 31 March 2011 are given in the following table:

Name of Director Position

Attendance atDirectorships and Chairman/membership of Board Committees

in other Indian public companiesBoard

meetingsLast year’s

AGM DirectorCommittee

memberCommitteeChairman

Mr R N Tata C, NED & NI 5 Yes 10 – –Mr R K Krishna Kumar VC, NED & NI 7 Yes 11 1 1Mr U M Rao NED & I 7 Yes 2 2 1Mrs M Srinivasan NED & I 2 No 5 1 –Mr A Singh NED & I 1 No 13 – –Mr J S Bilimoria NED & I 7 Yes 9 3 4Mr F K Kavarana NED & NI 6 Yes 9 4 2Mr A R Gandhi NED & NI 7 Yes 10 3 2Mr V Leeladhar NED & I 7 Yes 1 – –Mrs Ranjana Kumar NED & I 7 Yes 3 – –Mr P D Unsworth NED & NI 5 Yes – – –Mr P T Siganporia MD 7 Yes 2 – –Mr Ajay Shankar* NED & I 4 Yes 1 – –Mrs S Talwar** ED 4 NA NA NA NA* Joined the Board on 30.4.2010

** Resigned as Director and Executive Director with effect from the close of business hours on 31 July 2010

C: Chairman; VC: Vice-Chairman; NI: Non-independent; NED: Non-executive Director; I: Independent Director; MD: Managing Director; ED: Executive Director; NA: Not Applicable

Note: Other directorships do not include directorships of private limited companies, foreign companies, Section 25 Companies and Alternate Directorships.

Other than the Managing and Whole-time Directors, all Directors are liable to retire by rotation.

Minutes of the meetings of all the Board Committees are circulated to all the Directors.

Particulars about a Director proposed for reappointment as well as the Directors who are retiring by rotation and eligible for reappointment have been given in the attachment to the notice and explanatory statement.

The Company has received declarations on six criteria of independence as prescribed in Clause 49.I.A (iii) of the Listing Agreement from the Directors of the Company who have been classified as Independent Directors.

No Director of the Company is related to any other Director of the Company.

B. Non-executive Directors’ compensation and disclosures The Non-executive Directors, including Independent Directors, are paid sitting fees for attending the meetings of the Board and Committees of

the Board. The Company pays a fee of Rs. 20,000 per meeting per Director for attending meetings of the Board, Audit and Executive Committees. For meetings of all other Committees of the Board a sitting fee of Rs. 10,000 per meeting per Director is paid. Within the ceiling of 1 per cent of net profits of the Company computed under the applicable provisions of the Companies Act, 1956, the Non-executive Directors, including Independent Directors, are also paid a commission, the amount whereof is determined by the Board. The basis of determining the specific amount of commission payable to a Non-executive Director is related to his attendance at meetings, contribution at meetings as perceived by the Board/Chairman/Vice-Chairman and the extent of consultations with the Director outside the meetings. The shareholders of the Company had approved payment of commission to the Non-executive Directors at the Annual General Meeting held on 1 September 2009, which is valid up to the financial year ending 31 March 2014. No stock option has been granted to the Non-executive Directors.


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C. Other provisions as to Board and Committees During 2010/11, the Board met seven times on 9 April 2010, 30 April 2010, 25 May 2010, 29 July 2010, 23 August 2010, 28 October 2010 and 28

January 2011. The maximum time gap between two Board meetings was less than four months. As will be noted from the table given above no Director is member of more than ten Board Committees or Chairman of more than five Board Committees across all companies where he/she is a Director.

Chairmanship/membership of Board Committees includes membership of Audit and Investors’/Shareholders’ Grievance Committees of Indian public limited companies only as clarified by SEBI.

D. Code of conduct Tata code of conduct is a comprehensive written code which is applicable to all employees, including the Managing and Executive Directors. A

condensed code of conduct applicable to the Non-executive Directors was laid down by the Board. Both the Tata Code of Conduct and the code of conduct for Non-executive Directors have been posted on the website of the Company.

In respect of financial year 2010/11 all Board members and senior management personnel of the Company have affirmed compliance with the code as applicable to them.

3. Audit Committee i. Brief description of the terms of reference A qualified and independent Audit Committee has been set up by the Board in compliance with the requirements of Clause 49 of the Listing

Agreement with stock exchanges read with Section 292A of the Companies Act, 1956. The terms of reference of the Audit Committee include:

a) Review of the quarterly and half yearly financial results with the management and the statutory auditors;

b) Review with the management and statutory auditors of the annual financial statements before submission to the Board;

c) Review with the management, statutory auditors and the internal auditors about the nature and scope of audits and of the adequacy of internal control systems;

d) Consideration of the reports of the internal auditors and discussion about their findings with the management and suggesting corrective actions wherever necessary;

e) Review of the financial reporting process and disclosure of financial information;

f ) Review of the adequacy of the internal audit function;

g) Look into the reasons for any substantial defaults in payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividend) and creditors, if any;

h) Recommending the appointment and removal of external auditors, fixation of audit fee and approval for payment for any other services;

i) Authority to investigate into any matter covered by Section 292A of the Companies Act, 1956;

j) Reviewing the Company’s financial and risk management policies.


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ii. Composition, names of members and Chairperson All the members of the Audit Committee are Non-executive Directors and four of them, including the Chairman, are Independent Directors. All

the members of the Audit Committee are financially literate as defined in Clause 49.II.(A).(ii) of the Listing Agreement.

Mr J. S. Bilimoria, Chairman of the Audit Committee, has expert knowledge in finance and accounting. He was present at the last Annual General Meeting of the Company held on 23 August 2010.

The composition of the Committee as on 31 March 2011 and particulars of attendance by the members are given in the table below:

Name Category

No. of meetings during 2010/11

Held Attended

Mr J S Bilimoria Independent, Non-executive 7 6Mr R K Krishna Kumar Non-independent, Non-executive 7 6Mr A R Gandhi Non-independent, Non-executive 7 7Mr U M Rao Independent, Non-executive 7 7Mr V Leeladhar Independent, Non-executive 7 6Mrs Ranjana Kumar Independent, Non-executive 7 6

iii. Meetings and attendance during the year During 2010/11, seven Audit Committee meetings were held on 24 May 2010, 28 July 2010, 6 October 2010, 27 October 2010, 8 December 2010,

27 January 2011 and 11 March 2011. The Committee meetings are attended by invitation by the Managing Director, Executive Director, Group Chief Finance Officer, Vice-President – Finance, Chief Internal Auditor, Chief Executive Officer of the Tetley Group, the statutory auditors and the management auditors. The Company Secretary acts as the Secretary of the Audit Committee.

4. Remuneration Committee i. Brief description of terms of reference The Board has set up a Remuneration/ESOS Compensation Committee. This Committee is responsible for recommending to the Board, the

remuneration package of Managing and Whole-time Directors, including their annual increment and commission after reviewing their performance.

ii. Composition, name of members and Chairperson The Remuneration/ESOS Compensation Committee consists of six directors, all of whom are Non-executive Directors. Mrs. Ranjana Kumar,

Independent Director, is the Chairman of the Committee.

The composition of the Committee as at 31 March 2011 and particulars of attendance by the members are given in the table below:

Name Category

No. of meetings during 2010/11

Held Attended

Mrs Ranjana Kumar Independent, Non-executive 1 1Mr R K Krishna Kumar Non-independent, Non-executive 1 1Mr U M Rao Independent, Non-executive 1 1Mr A R Gandhi Non-independent, Non-executive 1 1Mr J S Bilimoria Independent, Non-executive 1 1Mr V Leeladhar Independent, Non-executive 1 1

iii. Meeting and attendance during the year The Remuneration Committee met once during 2010/11 on 25 May 2010, the particulars of attendance are mentioned in Note No. 4(ii) above.


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iv. Remuneration policy The remuneration policy followed by the Company takes into consideration performance of the Company during the year and of the Managing

and Whole-time Directors on certain parameters, such as condition of the industry, achievement of budgeted targets, growth and diversification, remuneration in other companies of comparable size and complexity, performance of the Directors at meetings of the Board and of the Board Committees etc.

v. Details of remuneration to all the DirectorsMr P T Siganporia

Rs. in Lakhs

Mrs S Talwar

Rs. in Lakhs**

Salary 54.89* 14.77 Allowances and perquisites – 30.39Contribution to retiral funds 19.39 3.00Commission (relating to 2009/10) – 90.00Stock option – –No of shares held 2,640 Not applicable as she ceased to be a director

and executive director with effect from the close of business hours on 31 July 2010

Service contract 1 year from 1 July 2011Notice period 6 months

** For the period 1 April 2010 to 31 July 2010

*In addition Mr Siganporia drew the following remuneration and commission from an overseas subsidiary of the Company, namely, Tata Global Beverages Group Limited

(formerly Tata Tea (GB) Ltd.):

Mr P T Siganporia

Rs. in Lakhs

Salary and bonus 252.06Allowances and perquisites 41.73

Notes:

1. The remuneration drawn in GBP has been converted into INR at average exchange rate.

2. The drawal of remuneration from the overseas subsidiary was approved by the shareholders at the Annual General Meeting held on 1 September 2009.

3. Salary and bonus includes Rs. 35.26 Lakhs (Rs. 95.20 Lakhs) pertaining to 2009/10 (2008/09) paid in 2010/11 (2009/10).

Non-executive Directors’ Remuneration paid in 2010/11CommissionRs. in Lakhs

(Relating to 2009/10)Sitting fees

Rs. in Lakhs

No of shares held as at

31.03.2011

Mr R N Tata 41.00 1.10 20,400Mr R K Krishna Kumar 38.00 3.00 90,000Mr U M Rao 23.00 3.50 –Mrs M Srinivasan 4.00 0.40 –Mr A Singh 2.00 0.20 –Mr J S Bilimoria 17.50 2.70 –Mr F K Kavarana 11.00 1.40 –Mr A R Gandhi 22.00 3.20 –Mr V Leeladhar 17.00 3.00 –Mrs Ranjana Kumar 2.00 3.00 –Mr P D Unsworth 3.50 1.00 –Mr Ajay Shankar (joined the Board from 30 April 2010) NA 0.90 –Mr Y H Malegam (ceased to be a Director with effect from 28 January 2010) 27.50 NA NAMr D B Engineer (ceased to be a Director with effect from 28 January 2010) 7.50 NA NA

Notes:

1. The resolutions appointing these Directors do not provide for payment of severance fees.

2. The above excludes Rs. 23.70 Lakhs being post-retirement pension benefit paid/payable to a former Managing Director.


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5. Shareholders’/Investors’ Grievance Committee i. Name of the Non-executive Director heading the Committee As at 31 March 2011, the Shareholders’/Investors’ Grievance Committee comprised of three members, with Mr F K Kavarana as the Chairman of

the Committee and Mr U M Rao and Mr Ajay Shankar as the other members of the Committee. Mr Ajay Shankar was inducted as a member of the Committee with effect from 30 April 2010.

The Committee held one meeting during 2010/11 on 28 July 2010. The representatives of the registrar are generally present at these meetings. The Committee oversees the performance of the registrar and share transfer agent and recommends measures for overall improvement of the quality of investor services.

To expedite the process of share transfers the Board has delegated the power of share transfer to the registrars and share transfer agent, and share transfer formalities are approved by them on a fortnightly basis. The composition of the Committee and details of attendance by its members is given below:

Name Category

No of meetings during 2010/11

Held Attended

Mr F K Kavarana Non-independent, Non-executive 1 1Mr U M Rao Independent, Non-executive 1 1Mr Ajay Shankar (w.e.f. 30 April 2010) Independent, Non-executive 1 1

ii. Name and designation of Compliance Officer Mr V Madan, Vice-President and Secretary, is the Compliance Officer.

iii. Number of shareholders’ complaints received so far, number not solved to the satisfaction of shareholders and number of pending complaints

Given below are the position of queries/complaints and other correspondence received and attended to during 2010/11 in respect of equity shares and fixed deposits:

Equity shares Fixed deposits

For non-receipt of dividend/interest, shares lodged for transfer, deposit receipt, repayment cheques 2,375* Nil Queries/complaints redressed 2,349 Nil Pending queries as at 31.3.2011 26 Nil Other letters received from shareholders and depositors and replied 4,191 Nil

* Includes 11 complaints received from shareholders during 2010/11, all of which were resolved.

Every letter received from the investors is replied to and the response time for shareholders’ correspondence during 2010/11 is shown in the following table:

Number %

Total number of correspondences received during 2010/11 6,566 100.00Replied within 1 to 4 days of receipt 4,668 71.09 Replied within 5 to 7 days of receipt 938 14.28Replied within 8 to 15 days of receipt 933 14.21Replied after 15 days of receipt* 1 0.02 Received in last week of March 2011 and replied in April 2011 26 0.40

* Correspondence involved retrieving of old records and hence took a longer time to deal with.


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Promptness in attending to correspondence of shareholders is shown in the following chart:

Response time

The shares of the Company are traded in dematerialised form. A table showing the requests received for dematerialisation/transfer during 2010/11 is given below:

Transfers

no. of requests

Transfers

no. of shares

Demats

no. of requests

Demats

no. of shares

Lodged 998 10,19,002 2,277 28,21,776Processed 527 6,16,330 1,453 19,38,496 Objections 466 3,98,622 802 8,66,390Pending as at 31.03.2011* 5 4,050 22 16,890

*These transfers and Demat requests were lodged in the last week of March 2011 and were processed in April 2011.

Note: 96.25 per cent of the issued share capital of the Company is held in dematerialised form as at 31.3.2011.

6. Other Board Committees The Board had constituted following other Board Committees besides the three Committees mentioned above:

Name of Committee Members Terms of reference

Executive Committee Mr R N Tata – ChairmanMr R K Krishna Kumar Mr U M RaoMr P T SiganporiaMr L Krishna Kumar – Group CFO

Business and strategy review, long-term financial projections and cash flows, capital/revenue budgets and capital expenditure programmes, acquisition/divestment and business restructuring proposals, senior management succession, planning and any other item that the Board may decide to delegate.

Nomination Committee Mr R N Tata – ChairmanMr R K Krishna KumarMr F K KavaranaMr A R Gandhi

To identify independent Directors to be inducted into the Board from time to time and take steps to refresh the composition of the Board from time to time.

Ethics and Compliance Committee

Mr F K Kavarana – ChairmanMr V LeeladharMr P T Siganporia

To look into the requirements under Insider Trading Regulations including the Group guidelines on Insider Trading and Tata Code of Conduct.

Corporate Sustainability Reporting Committee

Mr U M Rao – ChairmanMr P T SiganporiaDr S Parasuraman – Expert member (Not a Board member)

To monitor and provide guidance on Company’s policies on environment management, social responsibilities, health and safety, product stewardship, community development, principles of managing branded operations, etc. The Committee will also provide guidance on welfare activities in and around Munnar.

During 2010/11 one meeting of the Nomination Committee and two meetings of the CSR Committee were held. No meetings of the Executive Committee and Ethics and Compliance Committee were held during 2010/11.

Replied within 1-4 days of receipt 4,668Replied within 5-7 days of receipt 938Replied within 8-15 days of receipt 933Replied after 15 days of receipt 1Received in last week of March 2010 and replied in April 2011 26


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7. General Body Meetings i. Location and time, where last three AGMs held, whether any special resolutions passed in the previous three AGMs The last three Annual General Meetings of the Company were held as under:

Year Location Date Time

No. of special resolutions

approved at the AGM

2007/08 The Oberoi Grand 15, Jawaharlal Nehru Road, Kolkata – 700 013 22 August 2008 10.30 a.m. Nil2008/09 Same as above 1 September 2009 10.30 a.m. 32009/10 Same as above 23 August 2010 10.30 a.m. Nil

ii. Whether any special resolution passed last year through postal ballot – details of voting pattern During 2010/11 two special resolutions were approved by the shareholders through a postal ballot which was carried during May/June 2010.

The special resolutions related to change in the name of the Company from Tata Tea Limited to Tata Global Beverages Limited and change in the Articles of Association of the Company consequent to sub-division in the equity shares of the Company. Both the special resolutions were passed with the requisite majority. The members also approved through the postal ballot two ordinary resolutions relating to the sub-division of the equity shares of the Company and alteration of the capital clause of the memorandum of association consequent to the sub-division of equity shares. Both the ordinary resolutions were also passed with the requisite majority.

Postal ballot held in May/June 2010: The results of the postal ballot held in May/June 2010 are as follows:

Resolution No. 1 (special resolution)

(Change in Name)

Resolution No. 2 (ordinary resolution)

(Sub-division of shares)

Ballots Votes % Ballots Votes %

Votes in favour 3,692 35,402,003 99.78 3,713 35,393,055 99.76Votes against 115 20,575 0.06 61 21,854 0.06Invalid votes 310 57,408 0.16 343 65,067 0.18Total 4,117 35,479,986 100 4,117 35,479,976 100

Resolution No. 3 (ordinary resolution)

(Alteration of Memorandum of Association)

Resolution No. 4 (special resolution)

(Alteration of Articles of Association)

Ballots Votes % Ballots Votes %

Votes in favour 3,647 35,385,414 99.73 3,638 35,320,545 99.72Votes against 62 21,545 0.06 59 21,567 0.06Invalid votes 408 72,987 0.21 420 77,786 0.22Total 4,117 35,479,946 100 4,117 35,419,898 100

iii. Person who conducted the postal ballot exercise The postal ballot exercise was conducted by the Registrar and Share Transfer Agent of the Company, TSR Darashaw Ltd. under the overall

supervision of the Company Secretary and Ms Shirin Bharucha, Advocate, the Scrutiniser appointed by the Board.

iv. Whether any special resolution is proposed to be conducted through postal ballot At present there is no such proposal.

v. Procedure for postal ballot Postal Ballot is carried out following the procedure set out in Section 192A of the Companies Act, 1956 read with the Companies (The Passing of

the Resolutions by Postal Ballot) Rules, 2011 (New Rules).


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8. Disclosures i. Disclosures on materially significant related party transactions that may have potential conflict with the interest of

the Company at large Details of transactions of a material nature with any of the related parties as specified in Accounting Standard 18 of the Companies (Accounting

Standards) Rules, 2006 have been reported in the notes to accounts. There was no transaction of a material nature with any of the related parties which was in conflict with the interests of the Company.

ii. Details of non-compliance by the Company, penalties, strictures imposed on the Company by stock exchange or SEBI or any statutory authority, on any matter related to capital markets during the last three years

There was no such instance in the last three years.

iii. Whistle-blower policy and affirmation that no personnel has been denied access to the Audit Committee The Board has approved a whistle-blower policy which has been communicated to the employees. The policy provides a mechanism for employees

to report their concerns about unethical behaviour, actual or suspected fraud or violation of Company’s code of conduct and provides safeguards against victimisation of employees who avail the mechanism. The policy permits reporting any concern relating to (i) financial/accounting matters and (ii) employees at the level of Vice-President and above as also the ethics counsellors directly to the Chairman of the Audit Committee. For all other matters the concern can be reported to the Ethics counsellor of the Company. The policy with the name and address of Chairman of the Audit Committee has been circulated to the employees. No employee has been denied access to the Chairman of the Audit Committee.

iv. Details of compliance with mandatory requirements and adoption of the non-mandatory requirements of this clause The Company is compliant with mandatory requirements of Clause 49 of the Listing Agreement for 2010/11 except as regards the composition of

the number of Independent Directors for the period 1 April 2010 to 30 April 2010. Clause 49 of the Listing Agreement as amended during 2008/09 specifies that at least 50 per cent of the Board should comprise of Non-executive Independent Directors. However, for the period 1 April 2010 to 30 April 2010, the Independent Directors comprised 46.15 per cent. This is because two Independent Directors, namely, Mr Y H Malegam and Mr D B Engineer, stepped down from the Board with effect from 28 January 2010 consequent to their having attained the age of superannuation. The Board at its meetings on 28 January 2010 and 30 April 2010 appointed Mrs Ranjana Kumar and Mr Ajay Shankar as additional Independent Directors with effect from 29 January 2010 and 30 April 2010 respectively and thus the two vacancies that arose on 28 January 2010 were filled up on 29 January 2010 and 30 April 2010, well within the time specified in Clause 49 C (iv) of the Listing Agreement. The Company is thus in compliance with the requirement that 50 per cent of the Board should comprise of Non-executive Independent Directors.

As far as the seven non-mandatory requirements are concerned, the Board has set up a Remuneration Committee and has also adopted a whistle-blower policy which enables the employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct. The policy provides direct access to the Chairman of the Audit Committee under certain circumstances. The policy has been communicated to the employees. Remaining non-mandatory requirements of Clause 49 are expected to be addressed in due course.

9. Means of communication i. Quarterly results The quarterly results are published in the newspaper and displayed on the Company’s website. The half-yearly results for the six months ended

30 September 2010 were sent by post to the shareholders in November 2010.

ii. Newspapers wherein results normally published The quarterly results are generally published in The Statesman, The Indian Express, Business Standard, The Hindu Business Line and Pratidin (Bengali).

iii. Any website, where displayed The quarterly results of the Company are put on the website of the Company after these are submitted to the Stock Exchanges. Our website

address is www.tataglobalbeverages.com

iv. Whether it also displays official news releases Yes.

v. The presentations made to institutional investors or to analysts The Company made a presentation to financial analysts on 26 May 2010 after the results of the financial year 2009/10 were approved by the Board.

Similar presentations were made to the analysts on 29 July 2010 and 29 October 2010 after the financial results for the quarter ended 30 June 2010 and six months ended 30 September 2010 respectively were approved by the Board. These presentations have been put up on the Company’s website.


LIMITED



10. General shareholders information i. AGM – date, time and venue, financial year, date of book closure, dividend payment date Annual General Meeting: Tuesday, 30 August 2011 at 10.30 a.m. The Oberoi Grand 15 Jawaharlal Nehru Road Kolkata – 700 013

Financial calendar: Board meetings for approval of: (tentative) Annual Accounts 2010/11 – 24 May 2011

Financial results for – Second week of 1st Quarter 2011/12 August 2011

Financial results for – Last week of 2nd Quarter 2011/12 October 2011

Financial results for – Last week of 3rd Quarter 2011/12 January 2012

Annual Accounts 2011/12 – Last week of May 2012 Book closure period 12 August 2011 to 30 August 2011 (both days inclusive)

Dividend payment date 2 September 2011

ii. Listing on stock exchanges and stock code Listing on stock exchanges:

a) Equity shares i) The Calcutta Stock Exchange Ltd. 7, Lyons Range, Kolkata – 700 001

ii) The Bombay Stock Exchange Ltd. Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001

iii) National Stock Exchange of India Ltd. Exchange Plaza, Plot No. C/1, G Block Bandra-Kurla Complex, Bandra (E) Mumbai – 400 051

iv) Gauhati Stock Exchange Ltd. 2nd floor, Shine Towers, Sati Jayamati Road, Arya Chowk, Rehabari, Gauhati – 781 008

b) Global depository shares Luxembourg Stock Exchange London Stock Exchange

Stock code Calcutta Stock Exchange – 27 (for Physical); – 10000027 (for Demat) Bombay Stock Exchange – 500800 National Stock Exchange – “TATAGLOBAL” Gauhati Stock Exchange – L-784

Demat ISIN number National Securities Depository Ltd. – INE 192A01025 Central Depository Services Ltd. – INE 192A01025

Listing fees Annual listing fees for 2010/11 have been paid to all the stock exchanges where the securities of the Company are listed.


LIMITED

iii. Market price data – high, low during each month in the last financial year Month NSE BSE

High

Rs.

Low

Rs.

High

Rs.

Low

Rs.

April 2010 1,069.85 958.60 1,074.00 952.00May 2010 1,138.30 988.60 1,138.00 989.00June 2010 1,218.00 113.50 1,220.00 118.00July 2010 125.00 112.00 124.00 115.10August 2010 121.00 108.10 120.75 108.00September 2010 129.80 119.15 129.95 119.40October 2010 138.75 120.50 138.65 121.00November 2010 134.00 103.00 134.00 104.30December 2010 117.80 106.60 117.60 107.35January 2011 114.20 95.30 119.50 95.30February 2011 108.20 84.80 102.10 85.15March 2011 105.80 87.85 105.65 87.80

NSE: National Stock Exchange of India Ltd.; BSE: Bombay Stock Exchange Ltd.

There was no trading of the Company’s shares on the Calcutta Stock Exchange during 2010/11.

Note: One equity share of the Company having face value of Rs. 10/- each have been sub-divided into ten equity shares of Re. 1/- with effect from 2 July 2010.

The market price data is graphically represented below:

Share Price

Note:

One equity share of the Company having face value of Rs. 10/- each have been sub-divided into ten equity shares of Re. 1/- with effect from 2 July 2010. For the purpose of

comparison, the share prices for the period 1 April 2010 to 30 June 2010 have been proportionally adjusted.

0

20

40

60

80

100

120

140

Mar-11Feb-11Jan-11Dec-10Nov-10Oct-10Sep-10Aug-10Jul-10Jun-10May-10Apr-10

NSE High Rs.NSE Low Rs.

BSE High Rs.BSE Low Rs.


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iv. Performance in comparison to broad-based indicesNSE BSE

Company’s share price - As at 1 April 2010 - As at 31 March 2011 - Change

98.30*97.75

(0.56%)

97.80*97.75

(0.05%)Indices - As at 1 April 2010 - As at 31 March 2011 - Change

S & P CNX NIFTY5,249.2

5,833.7510.02%

BSE 100 9,350.07

10,095.747.38%

* Based on adjusted 1 April price for purpose of comparison.

v. Registrar and Transfer Agent: Registered office: TSR Darashaw Ltd. (Formerly Tata Share Registry Ltd.) 6-10 Haji Moosa Patrawala Ind. Estate 20 Dr. E. Moses Road, Mahalaxmi Mumbai – 400 011 Tel: 022-66568484 Fax: 022-66568494 Website: www.tsrdarashaw.com Email: [email protected]

Branch offices at:

1. TSR Darashaw Ltd. 3. TSR Darashaw Ltd. 503, Barton Centre, 5th Floor Tata Centre, 1st Floor 84, Mahatma Gandhi Road 43, J L Nehru Road Bangalore – 560 001 Kolkata – 700 071 Tel: 080-25320321 Tel: 033-22883087 Fax: 080-25580019 Fax: 033-22883062 Email: [email protected] Email: [email protected]

2. TSR Darashaw Ltd. 4. TSR Darashaw Ltd. Bungalow No. 1 2/42 Sant Vihar ‘E’ Road, Northern Town, Bistupur Ansari Road, Daryaganj Jamshedpur – 831 001 New Delhi – 110 002 Tel: 0657-2426616 Tel: 011-23271805 Fax: 0657-2426937 Fax: 011-23271802 Email: [email protected] Email: [email protected]

Agent of the Registrar Shah Consultancy Services Limited 3, Sumathinath Complex, Pritam Nagar, Akhada Road, Ellisbridge, Ahmedabad – 380 006 Telefax: 079-26576038 Email: [email protected]


LIMITED

The registrars can be contacted between 10.00 a.m. and 3.30 p.m. on any working day (Monday to Friday, excluding bank holidays)

Shareholders’ Relation Cell: Mr V Madan, Vice-President and Secretary Mr Gautam Mukherjee Mr S M Pramod, Sr. Manager Secretarial Tata Global Beverages Ltd. Tata Global Beverages Ltd. 1, Bishop Lefroy Road “Kirloskar Business Park “ Kolkata – 700 020 4th Floor, Block C Tel.: 033-22836917 New Air Port Road, Hebbal Fax: 033-22833032 Bangalore – 560 024 Email: [email protected] Tel.: 080-67171200 Fax: 080-67171201 Website: www.tataglobalbeverages.com Email: [email protected]

vi. Share transfer system Shares in physical form for transfer, should be lodged with the office of the Company’s Registrar and Share Transfer Agent, TSR Darashaw Ltd.

(formerly Tata Share Registry Ltd.), Mumbai or at their branch offices at the addresses given above or at the registered office of the Company. The transfers are processed if technically found to be in order and complete in all respects. As per directives issued by SEBI, it is compulsory to trade in the Company’s equity shares in dematerialised form.

vii. Distribution of shareholding Distribution of shareholding as at 31 March 2011:

No. of shares Holding

Amount

Rs.

% to

capital

No. of

holders

% to

total holders

1 to 500 15,341,497 15,341,497 2.48 96,688 73.11501 to 1000 11,009,014 11,009,014 1.78 13,127 9.931001 to 2000 13,266,361 13,266,361 2.15 8,717 6.592001 to 3000 10,287,756 10,287,756 1.66 4,071 3.083001 to 4000 7,689,655 7,689,655 1.24 2,186 1.654001 to 5000 8,134,445 8,134,445 1.32 1,752 1.325001 to 10000 22,304,982 22,304,982 3.61 3,126 2.36Greater than 10000 530,364,860 530,364,860 85.76 2,592 1.96Total 618,398,570 618,398,570 100.00 132,259 100.00

Categories of shareholders as at 31 March 2011:

Sl.

No. Particulars

No. of

holders

Holdings/

shares held

% to

capital

1 Tata Group Companies 12 217,848,023 35.23 2 Indian financial institutions 34 123,542,648 19.98 3 State government 1 5,850 0.00 4 Nationalised banks 24 3,432,134 0.55 5 Mutual funds 71 32,960,599 5.33 6 Foreign institutional investors/foreign companies 108 51,114,847 8.26 7 GDS depositories 1 166,100 0.038 Other companies 2,082 54,531,551 8.82 9 Individuals and others 129,926 134,796,818 21.80Total 132,259 618,398,570 100.00


LIMITED



Category-wise shareholding is also shown in the chart below:

Category of shareholders

viii. Dematerialisation of shares and liquidity The process of conversion of shares from physical form to electronic form is known as dematerialisation. For dematerialising the shares the

shareholders should open a demat account with the Depository Participant (DP). The shareholder is required to fill in a Demat Request Form and submit the same along with the original share certificates to his DP. The DP will allocate a demat request number and shall forward the request physically and electronically through NSDL/CDSL to Registrar and Transfer Agent. On receipt of the demat request both physically and electronically and after verification, the shares are dematerialised and an electronic credit of the shares is given in the account of the shareholder.

ix. Outstanding GDRs/ADRs/warrants or any convertible instruments, conversion date and likely impact on equity As at 31 March 2011, the outstanding Global Depository Shares were 166,100. The GDSs are convertible into fully paid equity shares on 1:1 basis.

The underlying shares against the outstanding GDSs have been allotted in the name of the depository. There is no ADR or convertible instrument outstanding as at 31 March 2011.

x. Plant locations a) Survey No. 14/4,A2 & 14/5, NH 4, Bangalore Tumkur Road, Malonagathi Hally, T. Begur Post, Nelamangla Taluk, Bangalore Rural District, Karnataka – 562 123;

b) Periakanal Estate, PO Munnar, Dist. Idukki, Kerala – 685 612;

c) Pullivasal Estate and Packeting centre - PO Munnar, Dist.Idukki, Kerala – 685 612;

d) Instant Tea Operations, Post Box No. 3, Idukki district, Munnar, Kerala – 685 612 (including Nullatani factory) and

e) Tata Tetley Division: 73 KPK Menon Road; Willingdon Island, Kochi, Kerala – 682 003 and an extension unit at 40, Milne Road, Willingdon Island, Kochi, Kerala – 682 003.

xi. Address for correspondence Given against 10.v above.

Tata Group Companies 217,848,023Indian Financial Institutions 123,542,648State Government 5,850Nationalised Banks 3,432,134Mutual Funds 32,960,599Foreign Institutional Investors/Foreign Companies 51,114,847GDS Depositories 166,100Other companies 54,531,551Individuals and others 134,796,818


LIMITED

11. The Investors Education and Protection fund The shareholders and other stakeholders are hereby informed that pursuant to the provisions of section 205A(5) of the Companies Act,1956 all

dividends remaining unpaid/unclaimed for a period of seven years from the date they became due for payment will have to be transferred to the Investors Education and Protection Fund (IEPF) set up by the Central Government. The following table gives information relating to outstanding dividend accounts and the dates when due for transfer to IEPF:

Financial

year ended

Date of payment

of dividend

Unpaid dividend

to be claimed by

Transfer to

IEP Fund in

31 March 2004 10.9.2004 September 2011 October 201131 March 2005 11.8.2005 August 2012 September 201231 March 2006 11.8.2006 August 2013 September 201331 March 2007 13.8.2007 August 2014 September 201431 March 2008 25.8.2008 August 2015 September 201531 March 2009 04.9.2009 September 2016 October 201631 March 2010 27.8.2010 August 2017 September 2017

Following are the details of unpaid dividends, interest on deposits and repayment of deposits which will be due for transfer to IEPF up to 31 March 2012:

Nature of payment Date of payment

Unpaid dividend

to be claimed by Transfer to IEP Fund in

Dividend 10.9.2004 September 2011 October 2011Interest on fixed deposits 1.4.2004 to 31.3.2005 One month before the due date

of transfer to IEP FundSeven years from respective payment dates

Fixed deposits –Principal amount andinterest on maturity

Respective maturity dates One month before the due date of transfer to IEP Fund

Seven years from respective maturity dates

While the registrar of the Company has already written to the shareholders and depositors informing them about the due dates of transfer to IEPF for these payments, attention of the stakeholders is again drawn to this matter through the Annual Report. It may please be noted that once the unpaid amounts are transferred to IEPF no claims shall lie against the Company or the IEPF in respect of any amounts which were unclaimed or unpaid.

12. Auditors’ certificate on corporate governance As required under Clause 49 of the Listing Agreement, the Auditors’ certificate on Compliance with the corporate governance norms is attached.

13. Insider trading regulations After the Securities and Exchange Board of India had amended the Insider Trading Regulations in November 2008, the Tata Group has suitably

revised the Tata Code of Conduct for Prevention of Insider Trading and Code of Corporate Disclosure practices which the Company has adopted. Mr K Venkataramanan, Vice-President – Finance of the Company, is the compliance officer for the purpose of these regulations.


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14. Top ten shareholders As at 31 March 2011 the top ten shareholders of the Company were as follows:

Name of the shareholder No. of shares Percentage of shareholding

Tata Sons Limited 141,872,070 22.94Life Insurance Corporation of India 96,578,004 15.62Tata Chemicals Limited 43,175,140 6.98Bajaj Allianz Life Insurance Company Ltd. 28,731,926 4.65Tata Investment Corporation Limited 27,500,000 4.45Government Pension Fund Global 11,975,996 1.94National Insurance Company Ltd. 7,500,780 1.21The New India Assurance Co. Ltd. 6,548,970 1.06Reliance Life Insurance Company Limited 5,834,142 0.94General Insurance Corporation of India 5,827,820 0.94

15. Declaration by the CEO on code of conduct as required by Clause 49.I.(D)(ii) This is to declare that the Company has received affirmations of compliance with the applicable code of conduct from the Directors and senior

management personnel of the Company in respect of the financial year 2010/11.

For Tata Global Beverages Ltd.

(P T Siganporia)28 July 2011 Managing Director



63(formerly Tata Tea Limited)LIMITED

To the members of Tata Global Beverages Limited

We have examined the compliance of conditions of Corporate Governance by Tata Global Beverages Limited (formerly Tata Tea Limited), for the year ended 31 March 2011 as stipulated in Clause 49 of the Listing Agreement of the said Company with the stock exchanges in India.

The compliance of conditions of Corporate Governance is the responsibility of the Company’s management. Our examination was carried out in accordance with the Guidance Note on Certification of Corporate Governance (as stipulated in Clause 49 of the Listing Agreement), issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of corporate governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of corporate governance as stipulated in the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Auditors’ CertificateRegarding compliance of conditions of corporate governance

For and on behalf of

For N M Raiji & CoFirm Registration No.: 108296WChartered Accountants

J M GandhiPartnerMembership No: 37924

28 July 2011

For and on behalf of

For Lovelock & LewesFirm Registration No.: 301056EChartered Accountants

Partha MitraPartnerMembership No: 50553

28 July 2011


LIMITED

To the Members of Tata Global Beverages Limited (Formerly Tata Tea Limited)


Auditors’ Report

1. We have audited the attached Balance Sheet of Tata Global Beverages Limited (the “Company”) as at 31 March 2011, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order 2003, as amended by the Companies (Auditor’s Report) (Amendment) Order 2004 (together the “Order”), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of ‘The Companies Act, 1956’ of India (the ‘Act’) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;

e) On the basis of written representations received from the directors, as on 31 March 2011 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

f ) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act, and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2011;

(ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

For N M Raiji & CoFirm Registration No: 108296WChartered Accountants

For Lovelock & LewesFirm Registration No: 301056EChartered Accountants

J M GandhiPartnerMembership Number : 37924

Partha MitraPartnerMembership Number : 50553

Mumbai, 24 May 2011 Mumbai, 24 May 2011


LIMITED


Annexure to Auditors’ Report

Referred to in paragraph 3 of the Auditors’ Report of even date to the members of Tata Global Beverages Limited (formerly Tata Tea Limited) on the financial statements for the year ended 31 March 2011

1. a) The Company has maintained proper records showing full particulars, including quantitative details and situation, of fixed assets.

b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

2. a) The inventory (excluding stocks with third parties) has been physically verified by the Management during the year. In respect of inventory lying with third parties, these have been confirmed by them. In our opinion, the frequency of verification is reasonable.

b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of account.

3. a) The Company has granted unsecured loans, to two companies covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year and the year-end balance of such loans aggregates to, Rs. 6,500 lakhs and Rs. 5,000 lakhs, respectively.

b) In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

c) In respect of the aforesaid loans, the parties are repaying the principal amounts as stipulated and are also regular in payment of interest.

d) In respect of the aforesaid loans, there is no overdue amount more than Rupees One Lakh.

e) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 58A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanations given to us, no Order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company in respect of the aforesaid deposits.


LIMITED

7. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

8. We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees’ state insurance, income-tax, sales-tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities. There are no outstanding dues in respect of the above items, which are more than six months as at the balance sheet date.

b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income-tax, entry tax, employee state insurance, sales-tax, value added tax and cess as at 31 March 2011 which have not been deposited on account of a dispute, are as follows:

Name of the statute Nature of dues

Amount

(Rs. in Lakhs)

Period to which the

amount relates Forum where the dispute is pending

Income-tax Act 1961 Income Tax 205.90 2004-2005 Commissioner of Income Tax (Appeals), KochiIncome-tax Act 1961 Income Tax 0.73 2007-2008 Commissioner of Income Tax (Appeals), KolkataIncome-tax Act 1961 Income Tax 11.24 2007-2008 and

2008-2009Commissioner of Income Tax (Appeals), Kochi

Income-tax Act 1961 Income Tax 3.49 2007-2008 and 2008-2009

Commissioner of Income Tax (Appeals), Bangalore

Assam Entry Tax Act, 2008 Entry Tax 93.45 2008-2009 High Court of GuwahatiWest Bengal Sales Tax Act, 1994 Sales Tax 1.76 1998-1999 and

2000-2001Sales Tax Tribunal, West Bengal

West Bengal Value Added Tax Act, 2003 Value Added Tax 119.97 2007-2008 Deputy Commissioner of Commercial TaxesCentral Sales Tax 1.89 2007-2008 Deputy Commissioner of Commercial Taxes

Kerala General Sales Tax Act, 1963 Sales Tax 12.00 1998-1999 Sales Tax Tribunal, KeralaSales Tax 43.74 1996-1997 to 2000-2001

and 2002-2003Deputy Commissioner(Appeals) of Commercial Taxes , Kerala

Sales Tax 2.76 1994-1995 to 1996-1997 Assistant Commissioner (Appeals) of Commercial Taxes , Kerala

Central Sales Tax Act, 1956 Sales Tax 12.14 1998-1999 Sales Tax Tribunal, KeralaSales Tax 14.99 1990-2000, 2000-2001

and 2002-2003Deputy Commissioner (Appeals) of Commercial Taxes , Kerala

Karnataka Sales Tax Act,1957 Sales Tax 441.00 1995-1996 to 1996-1997 Joint Commissioner of Commercial Taxes, KarnatakaSales Tax 128.00 1997-1998 Supreme Court of India

Madhya Pradesh Entry Tax Act,1976 Entry Tax 203.14 2003-2004 and 2007-2008

High Court of Madhya Pradesh

Tamilnadu General Sales Tax Act,1959 Sales Tax 52.66 2001-2002 to 2006-2007 DCTO, TamilnaduTamilnadu Panchayat Act,1994 Cess on Land

Revenue 4.97 2000-2001 to

2002-2003High Court of Madras

Goa Value Added Tax Act, 2005 Value Added Tax 1.01 2006-2007 Assistant CommissionerEmployees’ State Insurance Act, 1948 ESI 1.20 2009-2010 Employees Insurance Court – cum – Industrial

Tribunal, Hyderabad


Annexure to Auditors’ ReportContinued


LIMITED

10. The Company has no accumulated losses as at 31 March 2011 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the Company.

14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

15. In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company, for loans taken by others from banks or financial institutions during the year, are not prejudicial to the interest of the Company.

16. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

17. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

18. During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

19. The Company has created security or charge in respect of debentures issued and outstanding at the year-end.

20. The Company has not raised any money by public issues during the year.

21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management.







LIMITED

as at 31 March 2011


Balance Sheet

Rs. in Lakhs

Schedule 2011 2010

SOURCES OF FUnDSShareholders’ Funds

Share Capital 1 6183.99 6183.99Reserves and Surplus 2 199461.27 201600.18

205645.26 207784.17Loan Funds

Secured Loans 3 50546.83 49644.50Unsecured Loans 4 – 321.43

50546.83 49965.93Total 256192.09 257750.10

APPLICATIOnS OF FUnDSFixed Assets 5

Gross Block 22438.60 21089.46Less: Depreciation 11236.69 10510.11Net Block 11201.91 10579.35Add: Capital Work-in-progress 302.92 11504.83 557.02 11136.37Investments 6 229090.71 230904.92Deferred Tax Asset 879.75 82.03 (Refer Schedule 21, Note 7)Current Assets, Loans and Advances

Inventories 7 42991.16 37813.81Sundry Debtors 8 10189.66 11639.09Cash and Bank Balances 9 687.22 536.04Other Current Assets 10 577.57 897.44Loans and Advances 11 14603.26 13636.62

69048.87 64523.00Less: Current Liabilities and ProvisionsLiabilities 12 36544.90 29991.85Provisions 13 17787.17 18904.37

54332.07 48896.22Net Current Assets 14716.80 15626.78Total 256192.09 257750.10

Notes on Accounts 21

The Schedules referred to above form an integral part of the Balance Sheet.This is the Balance Sheet referred to in our Report of even date.



Mumbai, 24 May 2011



R N TataChairman

R K Krishna KumarVice-Chairman

F K KavaranaA R GandhiV LeeladharU M RaoRanjana KumarDirectors

P T SiganporiaManaging Director

V MadanVice-President and Secretary


LIMITED



Mumbai, 24 May 2011



R N TataChairman





for the year ended 31 March 2011


Profit and Loss Account

Rs. in Lakhs

Schedule 2011 2010

InCOME

Sales and Services Net of Excise Duty Rs. 30.58 Lakhs (Rs. 26.04 Lakhs)

179262.17 169792.26

Other Income 14 1878.94 1769.00Investment Income 15 10288.24 12123.01

191429.35 183684.27ExPEnDITURE

Purchases 103.49 156.91Raw Materials Consumed 16 109116.04 99382.66Expenses 17 59926.11 54344.61Depreciation 1235.58 1232.41Accretion to Stock 18 (2578.20) (1468.77)

167803.02 153647.8223626.33 30036.45

Interest (Net) (Refer Schedule 21, Note 11) (2918.10) (4506.02)Profit before Exceptional Items 20708.23 25530.43Exceptional Income 19 2329.48 24012.79Profit before Taxation 23037.71 49543.22Provision for Taxation 20 4979.20 10396.20Profit after Taxation 18058.51 39147.02Balance brought forward 34625.89 15806.54

52684.40 54953.56APPROPRIATIOnS Proposed Dividend 12367.97 12367.97Provision for Tax on Dividend (net) (Refer Schedule 21, Note 12) 1785.58 1944.70Transfer from Debenture Redemption Reserve 8125.00 –Transfer to Debenture Redemption Reserve 8125.00 2100.00Transfer to General Reserve 1806.00 3915.00

15959.55 20327.67 Balance Carried Forward 36724.85 34625.89Basic and Diluted Earnings per Share (Rs.) 2.92 6.33(Nominal Value Re. 1 each (Rs. 10) – Refer Schedule 21, Note 13)


The Schedules referred to above form an integral part of Profit and Loss Account.

This is the Profit and Loss Account referred to in our Report of even date.


LIMITED

Schedule 1Rs. in Lakhs

2011 2010

SHARE CAPITALAuthorised (*)

75,00,00,000 (7,50,00,000) Equity Shares of Re. 1 each (Rs. 10 each ) 7500.00 7500.00 Issued, Subscribed and Paid-up (*)

61,83,98,570 (6,18,39,857) Equity Shares of Re 1 each (Rs. 10 each), fully paid-up 6183.99 6183.99 Of the above,a) 7,23,80,730 (72,38,073) Shares were allotted as fully paid pursuant

to a contract without payment being received in cashb) 33,18,06,740 (3,31,80,674) Shares were allotted as fully paid Bonus

Shares by capitalisation of General Reserve and Securities Premium Account

6183.99 6183.99 * With effect from record date 2 July 2010, the face value of the Company’s shares have been subdivided from Rs. 10 per share to Re. 1 per share.

Schedule 2

2010 Additions Deductions 2011 2010

RESERVES AnD SURPLUSCapital Reserve 8.67 – – 8.67 8.67 Revaluation Reserve 2186.16 – – 2186.16 2186.16 Contingency Reserve 100.00 – – 100.00 100.00 Debenture Redemption Reserve 8125.00 8125.00 8125.00 8125.00 8125.00 Securities Premium Account(**) 66472.50 – 6359.54 60112.96 66472.50 Hedging Reserve (1072.90) 315.67 – (757.23) (1072.90)General Reserve 91154.86 1806.00 – 92960.86 91154.86

162736.42 166974.29 Profit and Loss Account 36724.85 34625.89

199461.27 201600.18 ** Deduction relates to expenditure of Rs. 13.99 Lakhs incurred during the year in connection with issue of 3% Non-Convertible privately placed Debentures and premium

payable on redemption of the said debentures amounting to Rs. 6345.55 Lakhs.

Forming part of the Balance Sheet


Schedules


LIMITED


2011 2010

SECURED LOAnS 3250, 9.40% Non-Convertible, privately placed, Debentures of Rs. 10 Lakhs each

– 32500.00

The debentures were secured by way of a first mortgage on certain immovable properties of the Company and pledge of shares of certain companies held as investment.3250, 3% Non-Convertible, privately placed, Debentures of Rs. 10 Lakhs each

32500.00 –

Redeemable at a premium of Rs.1,95,247 per debenture on 4.11.2013, at the end of 3 years from the date of allotment, i.e. 4.11.2010. The debentures are secured by way of a first mortgage on certain immovable properties of the Company and pledge of shares of certain companies held as investment.From BanksWorking Capital Facilities 18046.83 17144.50 Secured by way of hypothecation of raw materials, finished products, stores and spares, crop, book debts and movable assets other than plant and machinery and furniture.

50546.83 49644.50

Schedule 4

UnSECURED LOAnSOther than Short Term

From Bank – 321.43 – 321.43


LIMITED


Cost Depreciation Net Book Value

As at 1 April 2010

Additions/ Adjustments

Deductions/Adjustments

As at 31 March

2011 For the year To date

As at 31 March

2011

As at 31 March

2010

FIxED ASSETSTangible

Land 144.21 – – 144.21 @ – – 144.21 144.21Tea Estate Land/FuelArea (Including Development) 554.99 – – 554.99 – – 554.99 554.99Buildings 4052.43 70.33 0.84 4121.92 @ 82.95 1101.27 3020.65 3034.50Bridges 0.09 – – 0.09 – 0.03 0.06 0.07Plant and Machinery 12762.85 1680.59 624.17 13819.27 @ 813.42 7732.44 6086.83 5437.00Furniture, Fixtures and OfficeEquipment 2210.29 230.20 82.19 2358.30 235.85 1355.31 1002.99 1024.11Motor Vehicles 314.78 20.15 40.20 294.73 11.95 202.18 92.55 88.70

Intangible

Capitalised Software 749.82 95.27 – 845.09 61.41 730.46+ 114.63 80.77Non-Compete Fee 300.00 – – 300.00 30.00 115.00+ 185.00 215.00Total 21089.46 2096.54 747.40 22438.60 1235.58 11236.69 11201.91 10579.35Previous Year 19237.48 2232.79 380.81 21089.46 1232.41 10510.11 10579.35

Capital Work-in-Progress (including capital advances) 302.92Previous Year (557.02)

1. Cost of Buildings include Rs. 589.84 Lakhs (Rs. 589.84 Lakhs) represented by shares in Co-operative Housing Societies/a Company.2. (@) Includes amount of Rs. 125.69 Lakhs (Rs. 125.69 Lakhs), Rs. 61.70 Lakhs (Rs. 61.70 Lakhs), Rs. 8.01 Lakhs (Rs. 8.01 Lakhs), respectively, jointly owned /held with a

subsidiary company.3. (+) The accumulated amortisation as at the beginning of the year for capitalised software was Rs. 669.05 Lakhs (Rs. 519.06 Lakhs) and Non-Compete Fee was Rs. 85.00

Lakhs (Rs. 55.00 Lakhs)4. (+) Unexpired period of amortisation for capitalised software is 36 months for Rs. 25.20 Lakhs, 56 months for Rs. 79.31 Lakhs, 59 months for Rs. 10.12 Lakhs and

Non-Compete Fee is 74 months.



Schedules (Continued)


LIMITED


Class Nos.Face value

of each 2011 2010

InVESTMEnTSLong Term Investments (Fully Paid)Trade QuotedTata Chemicals Ltd. (Note 1) Equity Shares 15385522 Rs. 10 6922.38 6922.38The Indian Hotels Co. Ltd. Equity Shares 1687742 Re. 1 271.99 271.99Tata Motors Ltd. Equity Shares 23333 Rs. 10 46.84 46.84Tata Motors Ltd. “A” Ordinary Shares 3333 Rs. 10 10.17 10.17Tata Investment Corporation Ltd. Equity Shares 140000 Rs. 10 156.19 156.19Tata Investment Corporation Ltd. (Note 2) Warrants 20000 Rs. – – –Tata Steel Ltd. Equity Shares 12021 Rs. 10 17.02 17.02Titan Industries Ltd. Equity Shares 462403 Rs. 10 295.24 295.24Titan Industries Ltd. 6.75% Secured Redeemable Non-Convertible

Debentures28677 Rs. 250 71.69 71.69

Tata Consultancy Services Ltd. Equity Shares 391200 Re. 1 1.21 2.45(791200)

The Indian Hotels Co. Ltd. 6% Non-Convertible Debentures with Detachable Warrants

140645 Rs. 100 140.65 140.65

7933.38 7934.62Quoted – in Subsidiary Companies: Tata Coffee Ltd. (Note 1)# Equity Shares 10735982 Rs. 10 16150.65 16150.65Tata Coffee Ltd. 7% Secured Redeemable Non-Convertible

Debentures 4418051 Rs. 100 4418.05 6627.08

Rs. (150)Mount Everest Mineral Water Ltd. Equity Shares 13910653 Rs. 10 18460.73 18460.73

39029.43 41238.46# Inclusive of Rs. 2186.16 Lakhs (Rs. 2186.16 Lakhs) kept in Revaluation Reserve.

UnquotedTata Sons Ltd. Equity Shares 1755 Rs 1000 975.00 975.00Tata Services Ltd. Ordinary Shares 475 Rs. 1000 4.77 4.77Tata Capital Ltd. (Note 3) Equity Shares 553889 Rs. 10 83.08 –Tata Industries Ltd. Equity Shares 6519441 Rs. 100 11582.32 5606.17

(4346294)Estate Management Services (Pvt.) Ltd. Ordinary Shares* 15346800 LKR 10 1106.21 1106.21Taj Air Ltd. Equity Shares 4200000 Rs. 10 420.00 420.00NourishCo Beverages Limited Equity Shares 2525000 Rs. 10 252.50 –Kanan Devan Hills Plantations Company (Pvt.) Ltd. Equity Shares 2500000 Rs 10 250.00 250.00Amalgamated Plantations Pvt. Ltd. Equity Shares 24410000 Rs. 10 2441.00 2441.00Amalgamated Plantations Pvt. Ltd. 0.01% Non-Cum. Redeemable Preference

Shares@

67000000 Rs. 10 6700.00 6700.00

Amalgamated Plantations Pvt. Ltd. 10% Redeemable Non-Convertible Debentures

25816200 Rs. 10 2581.62 2827.10

(28271000)Infiniti Retail Limited 6% Secured Reedemable Non-Convertible

Debentures#

13 Rs. 50000000 6500.00 5000.00

(10)32896.50 25330.25

* Sale of these investments requires first offer of sale to the Venture partners.@ Redeemable with special redemption premium.# Redeemable with premium of 6.27% on maturity.


LIMITED



of each 2011 2010

InVESTMEnTS (Continued)

Unquoted – in Subsidiary Companies:

Tata Tea Extractions Inc. (formerly Tata Tea Inc.) Common Stock 14000000 US$ 1 5980.46 5980.46Tata Global Beverages Group Ltd. (formerly Tata Tea GB Ltd.)

Ordinary Shares 70666290 GBP 1 50070.98 50070.98

Tata Global Beverages Capital Ltd. (formerly Tata Tea (GB) Capital Ltd.)

Ordinary Shares 89606732 GBP 1 76388.70 76388.70

Consolidated Coffee Incorporated Common Stock 199 US$ 0.01 9248.55 9248.55Zhejiang Tata Tea Extraction Company Ltd.@ 2469.93 2469.93Tata Tea Holdings Private Limited Equity Shares 50000 Rs. 10 5.00 5.00

144163.62 144163.62@ Amount of Investments is RMB 385 Lakhs (RMB 385 Lakhs) in the share capital of the Company.

Other than Trade:

QuotedSBI Home Finance Ltd. Equity Shares 100000 Rs. 10 – –

– –Unquoted – in Government Securities:

W. B. Estates Acquisition Compensation Bond 0.08 0.08 0.08 0.08

Unquoted – Others

The Annamallais Ropeways Co. Ltd. Ordinary Shares 2092 Rs. 100 – –ABC Tea Workers Welfare Services Ordinary Shares 20000 Rs. 10 2.00 2.00Assam Hospitals Ltd. Equity Shares 200000 Rs. 10 20.00 20.00The Valparai Co-operative Wholesale Stores Ltd. Ordinary Shares 350 Rs. 10 – –The Bengal Chamber of Commerce & Industry 6 1/2% Debentures 7 Rs. 1000 0.07 0.07Woodlands Hospital & Medical Res. Centre Ltd. 5% Debenture Stock 1 Rs. 95000 0.44 0.44Woodlands Hospital & Medical Res. Centre Ltd. (Cost Rs. 3)

1/2% Debentures 278 Rs. 100 – –

Suryakiran Apartment Services Private Ltd. Equity Shares 2146 Rs. 10 0.21 0.21Shillong Club Ltd. (Cost Rs. 2) 5% Debentures 31 Rs. 100 – –Jalpaiguri Club Ltd. (Cost Re. 1) Ordinary Shares 60 Rs. 10 – –Thakurbari Club Ltd. (Cost Re. 1) Preference Shares 26 Rs. 100 – –GNRC Ltd. Equity Shares 50000 Rs. 10 5.00 5.00IFCI Venture Capital Funds Ltd. Equity Shares 250000 Rs. 10 25.00 25.00Ritspin Synthetics Ltd. Equity Shares 100000 Rs. 10 – –TEASERVE (The Tamil Nadu Tea Manufacturers’ Service Industrial Co-operative Society Ltd.)

Equity Shares 1 Rs. 5000 0.05 0.05

52.77 52.77





LIMITED



of each 2011 2010


Current Investments (Fully paid)Other than TradeUnquoted – in units of Mutual FundsSBI Mutual Fund Units of SBI Premier Liquid Fund 1994767 Rs. 10 200.13 –

SBI Premier Plan – Super Institutional Plan – DDRTata Mutual fund Units of Tata Liquid Plus Fund 216086 Rs. 1115 2408.32 –

Tata Liquid Fund SHIP – DDRUTI Mutual Fund Units of UTI Liquid Cash Fund 19624 Rs. 1019 200.06 –

UTI Liquid Fund Cash Plan – Institutional-DDRUTI Mutual Fund Units of UTI Liquid Plus Fund – Rs. 1000 – 1626.71

Treasury Advantage – Institutional – Dividend Scheme

(162636)

UTI Mutual Fund Units of UTI Floating Rate Fund 220472 Rs. 1001 2206.42 –UTI Floating Rate Fund – Short-Term Plan – Institutional – DDR

Birla Mutual Fund Units of Birla Sunlife Liquid Fund – Rs. 10 – 500.00Cash Manager – Dividend Scheme (4998500)

Birla Mutual Fund Units of Birla Sunlife Liquid Plus Fund – Rs. 10 – 1928.92Saving Fund – Institutional – Dividend Scheme (19276130)

Fortis Mutual Fund Units of Fortis Liquid Plus Fund – Rs. 10 – 352.52Money Plus Institutional Fund – Dividend Scheme (3524073)

IDFC Mutul Fund Units of IDFC Liquid Plus Fund – Rs. 10 – 2254.60Money Manager Treasury Plan – C – Dividend Scheme

(22542589)

HDFC Mutual Fund Units of HDFC Liquid Fund – Rs. 10 – 2380.18Cash Management Treasury Advantage Fund – Dividend Scheme

(23727066)

DSP BlackRock Mutual Fund Units of DSP BlackRock Liquid Plus Fund – Rs. 1000 – 1266.65Floating Rate Fund – Institutional Plan – Dividend Scheme

(126596)

Kotak Mutual Fund Units of Kotak Liquid Plus Fund – Rs. 10 – 1875.54Floater Long Term – Dividend Scheme (18606883)Institutional Premium Plan

5014.93 12185.12Total 229090.71 230904.92

Cost of InvestmentsLong TermQuoted (including Subsidiary Companies) 46962.81 49173.08Unquoted (including Subsidiary Companies) 177112.97 169546.72Unquoted Current Investment – in units of mutual fund 5014.93 12185.12Aggregate Amount 229090.71 230904.92Market Value of Quoted Investments 194769.32 122273.48Net Asset Value of Current Investments 5014.93 12185.12

Notes:

1. 15385522 shares of Tata Chemicals Limited and 10735982 shares of Tata Coffee Limited are pledged against outstanding 3% Non-Convertible privately placed Debentures.

2. The warrants were part of Zero Coupon Convertible Bonds (ZCCB), the face value of which has already been converted into equity shares. The warrants entitle the holder, at his option, to purchase one ordinary share at a price of Rs. 400 per share during the month of April 2011.

3. Based on the Company’s holding in Tata Sons Limited of 1755 equity Shares, the Company was offered 553889 Equity Shares of Rs. 10 each at a premium of Rs. 5 per share in Tata Capital Limted.


LIMITED

Schedule 6

No. of Units


4. Current Investments bought & sold during the year:

Baroda Pioneer Liquid Fund – Institutional Plan – DDR 110740789

Baroda Pioneer Treasury Advantage Fund – Institutional Plan – DDR 43634236

Birla Cash Plus – Institutional Premium Plan – DDR 35461612

Birla Sun Life Ultra Short Term Fund – Institutional Plan – DDR 10046473

Birla Sunlife Cash Manager – Institutional Plan 5545

Birla Sunlife Savings Fund – Institutional DDR 13251062

BNP Paribas Overnight Fund – Institutional Plan – DDR 44030046

BNP Paribas Money Plus Institutional Plan Fund – DDR 10548316

DSP Black Rock Floating Rate Fund – Institutional Plan – DDR 41568

DSP Black Rock Liquidity Fund – Institutional Plan – DDR 270160

DSP Black Rock Money Manager Fund – Institutional Plan – DDR 50010

DWS Insta Cash Super Institutional Plan – DDR 91846975

HDFC Cash Mgmt Fund – Treasury Advantage Fund 165842

HDFC Liquid Fund-Premium Plan – DDR 17136830

IDFC Liquid Cash Plan C – Super Institutional Plan – DDR 73929454

IDFC Money Manager Treasury Plan – Plan C – DDR 154518

JM High Liquidity Fund – Institutional – DDR 5003936

JM High Liquidity Fund – Super Institutional – DDR 51498593

JM Money Manager Plus Fund – DDR 2008051

Kotak Floater Long Term – DDR 23157

Kotak Floater Short Term – DDR 30183304

Kotak Liquid – Institutional Plan – DDR 15135145

Kotak Liquid (Institutional Premium Plan) – Growth 3438498

Prudential ICICI Liquid Fund – Institutional Plus – DDR 1975079

SBI Magnum Insta Cash Fund – DDR 16432757

SBI Premier Liquid Fund – Institutional – DDR 4487119

SBI Premier Liquid Fund – Super Institutional – DDR 45406550

Tata Liquid Fund – Super High Investment Plan 1235343

Tata Money Market Fund – Institutional Plan – DDR 60055978

Templeton TMA Super Institutional Plan – DDR 170194

UTI Fixed Income Interval Fund – Monthly Interval Plan Series – I 10045481

UTI Floating Rate Fund – Short Term Plan – Institutional – DDR 114582

UTI Liquid Fund Cash Plan – Institutional – DDR 1761828

UTI Money Market Fund – Institutional – DDR 923450

UTI Treasury Advantage Fund – Institutional – DDR 965227





LIMITED


2011 2010

InVEnTORIES

Stores, Spare Parts and Packing Materials 2932.25 1775.03Raw Materials 27146.65 25704.72Finished Goods 12912.26 10334.06

42991.16 37813.81

Schedule 8

SUnDRy DEBTORS

(Unsecured)Debts outstanding for a period exceeding six months 582.95 589.06Other Debts 10126.05 11561.22

10709.00 12150.28Less: Provision for Doubtful Debts 519.34 511.19

10189.66 11639.09Note:Debts considered good 10189.66 11639.09Debts considered doubtful 519.34 511.19

10709.00 12150.28

Schedule 9

CASH AnD BAnK BALAnCES

Cash in hand 4.27 3.52With Scheduled Banks on Current Account 682.95 532.52

687.22 536.04

Schedule 10

OTHER CURREnT ASSETS

Interest Accrued* 517.57 837.44Receivable from Amalgamated Plantations Pvt. Ltd. 60.00 60.00

577.57 897.44* Interest accrued includes – Interest pertaining to Subsidiaries – Rs. 78.79 Lakhs (Rs.118.20 Lakhs).


LIMITED


2011 2010

LOAnS AnD ADVAnCES

(Unsecured and considered good unless otherwise stated)

Loans (Secured) 2400.00 3400.00Advances recoverable in cash or in kind or for value to be receivedConsidered good 10536.88 8401.62Considered doubtful 55.18 55.18

12992.06 11856.80Less: Provision for doubtful advances 55.18 12936.88 55.18 11801.62

DepositsConsidered good 1664.69 1834.14Considered doubtful 28.89 29.07

1693.58 1863.21Less : Provision for doubtful deposits 28.89 1664.69 29.07 1834.14Balances with Excise Authorities, Port Trust etc. 1.69 0.86

14603.26 13636.62

Advances include Notes:1. Due from Subsidiary Companies – Rs. 1458.82 Lakhs (Rs. 482.58 Lakhs).

2. Due from an Officer – Rs. 1.40 Lakhs (Rs. Nil) and maximum amount due during the year Rs. 2 Lakhs (Rs. 0.20 Lakhs).

3. Inter Corporate Deposits Rs. 5000 Lakhs (Rs. 5000 Lakhs).

Deposits include

Rs. 211.53 Lakhs (Rs. 532.96 Lakhs) deposited with NABARD in the Tea Development Account under Section 33AB of the Income-tax Act, 1961.

Schedule 12

LIABILITIES

Sundry Creditors*– Total outstanding dues to micro and small enterprises (Refer Schedule 21, Note 5) 63.15 55.48– Total outstanding dues to creditors other than micro and small enterprises 28466.66 28529.81 27322.50 27377.98Interest accrued but not due 406.86 1335.46Other Liabilities 7608.23 1278.41

36544.90 29991.85* Includes due to Subsidiary Companies – Rs. 964.43 Lakhs (Rs. 357.26 Lakhs). There are no amounts due and outstanding to be credited to the Investor Education and Protection Fund.

Schedule 13

PROVISIOnS

Taxation less advance payment of Rs. 94428.63 Lakhs (Rs. 87669.36 Lakhs) 3499.89 4482.23Proposed Dividend 12367.97 12367.97Tax on Dividend 1919.31 2054.17

17787.17 18904.37





LIMITED

Schedule 15

InVESTMEnT InCOMEIncome from Long-term Investments (Gross)Trade*– Interest 669.42 1025.68– Dividend 2208.55 2563.28Subsidiary Companies**– Interest 424.50 463.90– Dividend 6640.18 7551.17Others– Dividend 2.90 9945.55 2.20 11606.23Dividend from Current Investments 342.36 493.77Profit on sale of Current investments (net) 0.33 23.01

10288.24 12123.01* Tax deducted at source – Rs. 66.14 Lakhs (Rs. 102.34 Lakhs).** Tax deducted at source – Rs. 232.61 Lakhs (Rs. 431.01 Lakhs).

Schedule 16

RAw MATERIALS COnSUMEDOpening Stock 25704.72 17585.65Add: Purchases 110557.97 107501.73

136262.69 125087.38Less: Closing Stock 27146.65 25704.72

109116.04 99382.66


2011 2010

OTHER InCOMEMiscellaneous Receipts 676.78 716.28Liabilities no longer required written back 467.96 365.01Management Service Fees 704.56 643.35 Rent received 29.64 44.36

1878.94 1769.00

Forming part of the Profit and Loss Account




LIMITED


2011 2010

ExPEnSESSalaries, Wages and Bonus* 7029.67 6968.22Contribution to Provident Fund and other Funds 882.36 841.67Workmen and Staff Welfare Expenses 1127.70 1235.08Cultivation, Plucking, Manufacturing and Contract Packing Expenses** 3428.85 2853.74Consumption of Packing Materials 11196.05 9860.24Consumption of Stores and Spare Parts 579.28 641.26Power and Fuel (net of recovery) 2064.76 1702.01Repairs to Plant and Machinery 299.23 229.10Repairs to Buildings 509.68 491.34General Repairs 174.03 163.26Rent 1710.31 1210.22Rates and Taxes 556.69 736.37Advertisement and Sale Charges 13593.63 12757.30Commission on Sales 1287.42 1163.10Brokerage and Discount 3.86 3.70Freight 4390.28 3467.57Insurance 434.70 366.83Miscellaneous Expenses 10456.28 9340.61Audit Fees 31.00 27.00Provision for Doubtful Debts and Advances 9.29 5.77Loss on Sale/Discard of Fixed Assets (net) 161.00 262.98Debts and Advances written off*** 0.04 17.24

59926.11 54344.61* Includes net credit Rs. 339.19 Lakhs (Rs. 345.27 Lakhs) relating to earlier years.** Includes Contract Packing Expenses Rs. 2902.17 Lakhs (Rs. 2345.77 Lakhs).*** Net of provision for debts and advances written back Rs. 1.32 Lakhs (Rs. 20.85 Lakhs).

Forming part of the Profit and Loss Account




LIMITED


2011 2010

ACCRETIOn TO STOCK Stock as at 1 AprilTea 10289.26 8825.72Others 44.80 39.57

10334.06 8865.29Stock as at 31 MarchTea 12853.81 10289.26Others 58.45 12912.26 44.80 10334.06

(2578.20) (1468.77)

Schedule 19

ExCEPTIOnAL InCOME/(ExPEnDITURE)IncomeProfit on sale of Long-Term Trade Investments 4440.04 24772.32ExpenditureEmployee Separation Scheme (2110.56) (759.53)

2329.48 24012.79

Schedule 20

PROVISIOn FOR TAxATIOn Income Tax* 5761.92 10843.23Wealth Tax 15.00 15.00 Deferred Tax (797.72) (462.03)

4979.20 10396.20* Net of reversal of provision relating to earlier year Rs. 368.87 Lakhs (Rs. 166 Lakhs).


LIMITED

Schedule 21

1 SIGnIFICAnT ACCOUnTInG POLICIES:a) Accounting Convention The financial statements are prepared to comply in all material aspects with all the applicable accounting principles in India, the applicable

accounting standards, notified u/s 211(3C) of the Companies Act, 1956 and the relevant provisions of the Companies Act,1956. The financial statements have been prepared in accordance with the historical cost convention.

b) Fixed Assets and Depreciation Fixed Assets are carried at cost of acquisition less depreciation. Impairment loss, if any, ascertained as per the Accounting Standard of the Companies

(Accounting Standards) Rules, 2006 is recognised. The cost of extension planting of cultivable land, including cost of development, is capitalised.

Assets acquired on hire purchase, for which ownership will vest at a future date, are capitalised at cash cost. Depreciation on fixed assets, including assets created on lands under lease is provided on, straight-line method in accordance with Schedule XIV to the Companies Act, 1956 or on estimated useful life. Renewal of land leases is assumed, consistent with past practice. Expenditure on software and related implementation costs are capitalised where it is expected to provide enduring economic benefits and are amortised on a straight-line basis over a period of five years.

Subsidies receivable from government in respect of fixed assets are deducted from the cost of respective assets as and when they accrue.

Non-compete fees paid on acquisition of business is being amortised on straight-line basis over a period of 10 years.

c) Borrowing Costs Borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets are capitalised. The other costs are

charged to the Profit and Loss Account. Discount on Commercial Paper is amortised on straight-line basis over its tenure.

d) Investments Investments of a long-term nature are stated at cost, less adjustment for any diminution, other than temporary, in the value thereof. Current

investments are stated at lower of cost and market value.

e) Inventories Inventories are stated at cost or net realisable value, whichever is lower. Cost is determined on weighted average method for all categories of

inventories other than for auction-bought teas, in which case cost is considered as actual cost for each lot. Cost comprises expenditure incurred in the normal course of business in bringing such inventories to its location and includes, where applicable, appropriate overheads based on normal level of activity. Provision is made for obsolete, slow-moving and defective stocks, where necessary.

f) Foreign Currency Transactions Transactions in foreign currencies relating to exports are recorded at average fortnightly spot rates. Other transactions in foreign currencies are

recorded at the exchange rates prevailing on the date of the transaction. The exchange difference resulting from settled transactions is recognised in the Profit and Loss Account. Year end balances of monetary items are restated at the year end exchange rates and the resultant net gain or loss is recognised in the Profit and Loss Account.

g) Sales and Services i) Sales are recognised on passing of property in goods, i.e. delivery as per terms of sale or on completion of auction in case of auction sale.

ii) Fees and income from services are accounted as per terms of relevant arrangements.

h) Other Income Export incentives, interest income and income from investments are accounted on accrual basis.

notes to Accounts




LIMITED

i) Replanting/Rejuvenation Cost of replanting/rejuvenating tea bushes/fuel trees is charged to Revenue. Related Tea Board subsidies are accrued as Other Income on obtaining

approval from Tea Board.

j) Compensation of Land Compensation, if any, in respect of land surrendered/vested in governments under various State Land Legislations is accounted for as and when

received.

k) Employee Benefits i) Post-retirement employee benefits: Post-retirement benefits like Provident Fund and Defined Contribution Superannuation schemes, in

the nature of defined contribution plans, are maintained by the Company and, for certain categories, contributions are made to State Plans. Contributions required are recognised in the Profit and Loss Account on an accrual basis and funded with recognised funds set up for the purpose. For certain Provident Fund Schemes, the interest rates are assured and the deficit is borne by the Company.

Defined Benefit plans like Gratuity and Superannuation schemes are also maintained by the Company. Post-retirement medical benefits are provided by the Company for certain categories of employees. Liabilities under the defined benefit schemes are determined through independent actuarial valuation at year end and charge recognised in the books. For schemes, where recognised funds have been set up, annual contributions determined as payable in the actuarial valuation report are contributed. Actuarial gains and losses are recognised in the Profit and Loss Account.

The Company recognises in the Profit and Loss Account, gains or losses on settlement of a defined benefit plan as and when the settlement occurs.

ii) Other Employee Benefits: Other employee benefits are accounted for on accrual basis. Liabilities for compensated absences are determined based on independent actuarial valuation at year end and charge is recognised in the Profit and Loss Account. Short Term Employee Benefits are recognised on an undiscounted basis whereas Long-Term Employee Benefits are recognised on a discounted basis.

iii) Other Employee Termination Benefits: Payments to employees who have opted for the Employee Separation Scheme (ESS) along with additional liabilities towards retirement benefits arising pursuant to the ESS are charged to Profit and Loss Account in the year in which it is incurred.

l) Research and Development Research and Development expenditure of revenue nature is charged to revenue and capital expenditure is included under fixed assets.

m) Deferred Taxation Deferred tax is recognised using the liability method, on all timing differences to the extent that it is probable that a liability or asset will crystallise.

As at the balance sheet date, unless there is evidence to the contrary, deferred tax assets pertaining to business loss are only recognised to the extent that there are deferred tax liabilities offsetting them.

n) Financial Instruments Premium or discount on forward contracts where there are underlying assets/liabilities are amortised over the life of the contract. Such foreign

exchange forward contracts are revalued at the balance sheet date and the exchange difference between the spot rate at the date of the contract and spot rate on the balance sheet date is recognised as gain/loss in the Profit and Loss Account.

The Company also uses foreign currency forward contracts and options to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments and highly probable transactions. The Company designates these hedging instruments as cash flow hedges.

Schedule 21 (Continued)


LIMITED

Hedging instruments are initially measured at fair value, and are remeasured at subsequent reporting dates. Gain or loss on account of change in the fair value of hedging instruments in respect of effective portion of cash flow hedges are recognised in the hedging reserve account. On occurrence of the underlying transactions the accumulated balance is transferred from hedging reserve and recognised in the Profit and Loss Account. The portion of the gain or loss on the hedging instruments if determined to be an ineffective cash flow hedge is recognised in the Profit and Loss Account. Fair value hedges are marked to market on the balance sheet date and gain or loss recognised in the Profit and Loss Account.

o) Leases Rental in respect of operating leases are charged off to Profit and Loss Account.

2 The name of the Company was changed from Tata Tea Limited to Tata Global Beverages Limited with effect from 2 July 2010. Whilst, there is no change in the line of business, the change in the name signals the intent to be truly global and to focus on wider branded beverage agenda.

3 Estimated amount of contracts remaining to be executed on capital account and not provided for as at 31 March 2011 aggregated Rs. 1146.33 Lakhs (Rs. 579.24 Lakhs) (Net of advances Rs. 146.92 Lakhs (Rs. Nil)).

4 Contingent Liabilities not provided for in respect of: a) Claims under adjudication not acknowledged as debts:

Rs in Lakhs

Gross Net of Estimated Tax

i) Taxes, Statutory Duties/Levies etc. 523.87(362.10)

316.47(208.40)

ii) Commercial and other Claims 497.49(157.45)

319.75 (93.08)

iii) Income –tax/Agricultural Income-tax Nil(20.62)

Nil(20.62)

b) Labour disputes under adjudication relating to some staff – amount not ascertainable.

c) Counter Guarantee given on behalf of an Associate Company Rs. 34.94 Lakhs (Rs. 34.94 Lakhs).

d) Guarantee given to the lender of a subsidiary Rs. 5950.54 Lakhs (Rs. 5990.57 Lakhs), which is fully covered by a counter guarantee given by another subsidiary.

5 Micro enterprises and small enterprises under the Micro, Small and Medium Enterprises Development Act, 2006 have been determined based on the confirmations received in response to intimation in this regard sent by the Company to the suppliers. No interest in terms of Section 16 of Micro, Small and Medium Enterprises Development Act, 2006 or otherwise has either been paid or payable or accrued and remaining unpaid as at 31 March 2011.

6 a) The Company had entered into a put option agreement with International Finance Corporation (IFC) in relation to their investment in Amalgamated Plantations Private Limited (APPL). In terms of the said agreement, IFC has the right to exercise a put option whereby the Company is obliged to purchase a maximum of 30 million shares in APPL if certain conditions or events stipulated in the said agreement do not occur.

b) The Company had entered into a put option agreement with two erstwhile promoters of Mount Everest Mineral Water Limited (MEMW) in relation to their investments in MEMW. In terms of the said agreement, the two erstwhile promoters have the right to exercise a put option whereby the Company is obliged to purchase a maximum of 3.11 million shares in MEMW if certain conditions or events stipulated in the said agreement do not occur.


notes to Accounts




LIMITED

8 Expenditure debited to the Profit and Loss Account includes in the aggregate:Rs. in Lakhs

2011 2010

Staff Cost Salaries, Wages and Bonus (Refer Schedule 17) 7029.67 6968.22 Contribution to Provident Fund and other Funds (Refer Schedule 17) 882.36 841.67 Workmen and Staff Welfare (Refer Schedule 17) 1127.70 1235.08 Salaries and wages debited to other expenditure heads 437.87 458.48

9477.60 9503.45 Stores, Spare Parts and Packing Materials consumed – Gross 12174.35 10831.82

9 Expenditure incurred in respect of the Company’s Research and Development:

Capital Expenditure 2.48 64.45 Revenue Expenditure 321.99 383.10

324.47 447.55

10 a) Miscellaneous Expenses include:

Payment to Auditors (as Auditor): Tax Audit 9.00 7.00 Other Services 56.67 41.80 Reimbursement of Expenses 12.20 15.01 Exchange Loss (Net) 672.81 647.97 Management Service Fees 2140.66 2185.83 Contribution to Electoral Trust – 100.00

b) Miscellaneous Receipts include:

Tea Board and other subsidies 9.32 57.23 c) The Company’s leasing arrangements are in respect of operating leases for premises (residential,

office, godown, etc.) and motor cars. These leasing arrangements which are cancellable, ranges between five months to five years and are usually renewable on mutually agreeable terms. The aggregate lease rentals payable in respect of premises are charged as Rent and in respect of motor cars amounting to Rs. 240.69 Lakhs (Rs. 215.59 Lakhs) are charged under Miscellaneous expense under Schedule 17 of Profit and Loss Account.


7 The major components of the Deferred Tax Assets/Liabilities, based on the tax effect of the timing differences, as at 31 March 2011, are as under:

Rs. in Lakhs

2011 2010

Deferred Tax LiabilityDepreciation 1716.19 1922.22

1716.19 1922.22Deferred Tax AssetProvision for doubtful debts/advances 196.10 197.79Employee benefits 1359.73 1295.44Employee Separation Schemes 632.01 –Carry forward agricultural income tax loss* 36.38 22.36Other Assets 371.72 488.66

2595.94 2004.25Deferred Tax Asset – Net 879.75 82.03* To the extent of offsetting deferred tax liabilities.


LIMITED


Rs. in Lakhs

2011 2010

11 Interest (net) comprises: Interest charged on: Fixed loans 1371.79 1068.35 Debentures 2268.99 3055.00 Discount on commercial paper – 1175.92 Other Loans 256.14 335.13

3896.92 5634.40 Less: Interest received (Gross) on: Advances (Tax deducted at source Rs. 89.67 Lakhs (Rs. 109.26 Lakhs)) 896.40 790.03 Deposits (Tax deducted at source Rs. 7.24 Lakhs (Rs. 8.44 Lakhs)) 72.76 72.80 Other current assets (Tax deducted at source Rs. Nil (Rs. 14.83 Lakhs)) – 148.35 Others 9.66 117.20

978.82 1128.38 2918.10 4506.02

12 Provision for tax on dividend is net of Rs. 220.82 Lakhs (Rs. 109.47 Lakhs), including Rs. 133.73 Lakhs (Rs. 109.47 Lakhs) relating to earlier years, on account of dividend received from a subsidiary.

13 Basic and Diluted Earnings Per Share have been computed with reference to Profit after tax of Rs.18058.51 Lakhs (Rs. 39147.02 Lakhs) and weighted average equity shares outstanding (nominal value Re. 1) during the year aggregating to 6183.99 Lakhs shares. With effect from 2 July 2010, the face value of the Company’s shares has been subdivided from Rs. 10 per share to Re. 1 per share. Earnings per share for previous year have been computed based on the revised number of shares.

14 Licensed and installed capacity and actual productionLicensedCapacity

InstalledCapacity

Actual Saleable Production

(i) Tea* Not Applicable Not Ascertainable Kgs in Lakhs 876.78 849.14Excluding free issues to labour

and samples

4.95 1.51(ii) Others** - - In various units 30.40 18.22

Excluding sample

Nil Nil* Includes production through contract packers 681.72 Lakhs Kgs (631.25 Lakhs Kgs)** Includes production through contract packers 30.09 Lakhs Ltrs (17.94 Lakhs Ltrs)

notes to Accounts




LIMITED

15 Opening and Closing Stock of GoodsOpening Stock Closing Stock

Tea* Kgs in Lakhs 80.58 89.81*(79.79) (80.58)

Others In various units 1.82 3.86(1.03) (1.82)

* After adjustment of handling loss (net) of 0.08 Lakhs Kgs (handling gain (net) of 0.28 Lakh Kgs)

16 Purchases and Sales of Goods and Services renderedPurchases of Finished Goods

for Resale Sales and Services

QuantityKgs in Lakhs

ValueRs in Lakhs

QuantityKgs in Lakhs

ValueRs in Lakhs

Tea 1.15 84.61 868.62 177759.04(1.81) (156.91) (850.44) (168682.02)

Others various items 1352.09 (941.66)

Services Rendered 181.62 (194.62)

179292.75(169818.30)

Less: Excise Duty 30.58 (26.04)

84.61 179262.17(156.91) (169792.26)

17 Details of Raw Materials ConsumedQuantity

Kgs in Lakhs Value

Rs in Lakhs

Tea 885.29 106224.34(842.31) (96118.60)

Green Leaf (Own Estates)* 77.64 –(84.94) –

(Purchases) 107.72 1820.59(101.41) (2032.53)

Others 1071.11(1231.53)

109116.04 (99382.66)

* Excludes Cost of Green Leaf produced in the Company’s own estates and consumed during the year is Rs 802.99 Lakhs (Rs. 766.92 Lakhs) which has been included under various head of expenses.



LIMITED


18 Value of Raw Materials, Stores, Spare Parts and Packing Materials consumed Raw Materials Stores, Spare Parts and Packing

Materials

ValueRs. in Lakhs

% of total consumption

ValueRs. in Lakhs

% of total consumption

Imported 3385.45 3.10 1863.66 15.31 (3456.39) (3.48) (1968.11) (18.17)

Indigenous 105730.59 96.90 10310.69 84.69 (95926.27) (96.52) (8863.71) (81.83)

109116.04 100.00 12174.35 100.00 (99382.66) (100.00) (10831.82) (100.00)

19 Earnings in Foreign ExchangeRs. in Lakhs

2011 2010

Value of Exports at F.O.B. 15556.48 15558.84 Technical Service Fees – Gross* 89.30 93.55 Dividends – Gross** 5345.55 6955.21 Management Service Fees 704.56 642.83 Others (Freight, Insurance etc.) 1159.77 821.89

22855.66 24072.32 * Tax deducted at source – Rs. 8.92 Lakhs (Rs. 9.16 Lakhs)** Tax deducted at source – Rs. 232.61 Lakhs (Rs. 431.01 Lakhs)

2011 2010

20 Expenditure in Foreign Currency

Selling Expenses 265.89 320.38 Foreign Travel 128.24 99.88 Professional Fees 95.68 65.96 Management Service Fees 1735.87 1717.12 Other Expenses 244.18 311.53

21 Dividend remitted in foreign currency

No. of shareholders 1 1 No. of shares held in Lakhs 14.65 0.17 Dividend remitted 29.30 2.95 Year 2009/10 2008/09

22 Value of Imports on C.I.F. basis

Raw Materials 3625.59 3548.87 Stores, Spare Parts and Packing Materials 1868.76 1640.10 Capital Goods 7.23 1023.78

Continuednotes to Accounts




LIMITED

23 Computation of Profit in accordance with Section 198 of the Companies Act, 1956Rs. in Lakhs

2011 2010

Profit for the year before taxation as per Profit and Loss Account 23037.71 49543.22Add:

Directors’ Remuneration 336.85 506.22Provision for doubtful debts/advances 9.29 5.77Depreciation 1235.58 1232.41Amortisation of payments under Employees’ Separation Scheme 2110.56 759.53

3692.28 2503.9326729.99 52047.15

Less:

Provision for Doubtful Debts written back 1.32 20.85Depreciation u/s 350 of the Companies Act, 1956 1144.17 1052.45Amortisation of Intangibles 91.41 179.96Profit on sale of Investments (net) 4440.37 24795.33

5677.27 26048.59Net Profit 21052.72 25998.56Commission to Directorsi) Whole-time Director – 95.00ii) All other Directors* 205.00 225.00

205.00 320.00* Within a limit of 1% of the net profit.

Directors’ Remuneration

i) Managing Director/Whole-time Directors Salary 69.66 79.52 Commission – 95.00 Short/(excess) provision for earlier year provided/written back (5.00) (5.00) Expenditure on Gratuity and Superannuation schemes 14.04 18.55 Estimated value of other benefits 38.75 54.95

117.45 243.02(ii) Other Directors – Commission 205.00 225.00 Sitting Fees 23.40 18.30Short/(excess) provision for earlier year provided/written back Fees (9.00) 219.40 19.90 263.20

336.85 506.22

(iii) Commission from two subsidiaries to certain directors – Rs. 31.45 Lakhs (Rs. 8.54 Lakhs) .(iv) Remuneration to Managing Director from a subsidiary – Salary and Bonus Rs. 252.06 Lakhs (Rs. 320.87 Lakhs), and other benefits Rs. 41.73 Lakhs

(Rs. 43.32 Lakhs). Salary and bonus for the current year includes Rs. 35.26 Lakhs (Rs. 95.20 Lakhs) pertaining to 2009/10 (2008/09) paid in 2010/11 (2009/10).

(v) The above does not include share of recurring retirement benefits payable to former Managing Director.



LIMITED


24 a) Related Party and DisclosureRelated PartiesPromoter Subsidiaries

Tata Sons Ltd. Tata Coffee Ltd. Consolidated Coffee Inc.

Subsidiaries Eight ‘O Clock Coffee Company Tata Global Beverages Group Ltd. (formerly Tata Tea GB Ltd.) Alliance Coffee Ltd.

Tata Global Beverages Holdings Ltd. (formerly Tetley Group Holdings Ltd.) Tata Tea Extractions Inc (formerly Tata Tea Inc.)Tata Global Beverages Services Ltd. (formerly The Tetley Group Ltd., UK) Tata Global Beverages Capital Ltd. (formerly Tata Tea (GB) Capital Ltd.)Tata Global Beverages GB Ltd. (formerly Tetley GB Ltd.) Mount Everest Mineral Water Ltd.Tata Global Beverages Overseas Holdings Ltd. (formerly Tetley Overseas Holdings Ltd.)

Zhejiang Tata Tea Extraction Company Ltd.Tata Tea Holdings Private Ltd.

Tata Global Beverages Overseas Ltd. (formerly Tetley Overseas Ltd.)Lyons Tetley Ltd.Tata Global Beverages U.S. Holdings, Inc. (formerly Tetley US Holdings Inc.) Associates

Tetley USA Inc. Estate Management Services Pvt. Ltd., Sri LankaTata Global Beverages Canada Inc. (formerly Tetley Canada Inc.) Watawala Plantations Ltd., Sri LankaTata Global Beverages Australia Pty. Ltd. (formerly Tetley Australia Pty. Ltd.) Amalgamated Plantations Pvt. Ltd.Stansand Ltd.Stansand (Brokers) Ltd. Joint Ventures

Stansand (Africa) Ltd. NourishCo Beverages Ltd.Stansand (Central Africa) Ltd.Tata Global Beverages Polska sp. zo.o (formerly Tetley Polska sp. zo.o) Associates of Subsidiaries

Drassington Ltd. UK The Rising Beverages LLCGood Earth CorporationGood Earth Teas Inc. Joint Venture of Subsidiaries

Teapigs Ltd. Tetley ACI (Bangladesh) Ltd.Tata Global Beverages Czech Republic a.s. (formerly Jemca a.s.) Southern Tea LLCJoekels Tea Packers (Proprietary) Ltd. (South Africa) Empirical Group LLCTata Global Beverages Investments Ltd. (formerly Tata Tea (GB) Investments Ltd.)

Tetley Clover (Private) Ltd.Tata Coffee (Uganda) Ltd.

Campestres Holdings Ltd. Kahutara Holdings Ltd. Key Management Personnel

Suntyco Holding Ltd. Mr P.T. Siganporia – Managing Director Onomento Co. Ltd. Ms Sangeeta Talwar – Executive Director OOO Tea Trade LLC (up to 31 July 2010) OOO Sunty LLC

notes to Accounts




LIMITED

Particulars of transactions during the year ended 31 March 2011Rs. in Lakhs

Nature of Transactions SubsidiariesAssociates/

joint ventures Promoter

Key Management

Personnel Total

Sale of Goods and Services 14775.69 91.40 – – 14867.09 (13886.02) (138.47) – – (14024.49)

Other Income 704.56 – 1.12 – 705.68 (643.34) – – – (643.34)

Rent Paid – 38.09 21.97 – 60.06 – – (21.96) – (21.96)

Purchase of Goods and Services 4380.50 19393.99 – – 23774.49 (3256.70) (22404.22) – – (25660.92)

Fees for Product Development 330.90 – – – 330.90 (82.73) – – – (82.73)

Other Expenses (Net) – 305.36 493.67 – 799.03 – (134.28) (473.74) – (608.02)

Purchase of Fixed Assets 11.41 – – – 11.41 (320.94) – – – (320.94)

Reimbursement of Expenditure 449.42 131.51 – – 580.93 (529.55) (92.70) – – (622.25)

Dividend/Interest received 7064.67 609.54 122.85 – 7797.06 (8015.07) (1940.92) (122.85) – (10078.84)

Dividend Paid 39.65 – 2817.44 – 2857.09 (34.69) – (2465.26) (0.13) (2500.08)

Investments Redeemed 2209.03 245.48 – – 2454.51 – (10414.92) – – (10414.92)

Deposits Given – – 25.00 – 25.00 – – (144.00) – (144.00)

Investments Made – 252.50 – – 252.50 (1378.00) (15682.02) – (0.25) (17060.27)

Directors’ Remuneration – – – 117.44 117.44 – – – (243.02) (243.02)

Outstanding at the year end:

Debit 5662.60 14.00 – –(5418.05) (90.57) – –

Credit 963.88 158.34 44.66 –(354.10) (1328.14) (73.42) (95.00)



LIMITED


24 b) Disclosures in respect of transactions in excess of 10% of the total related party transactions of the same typeRs. in Lakhs

2011 2010

1. Sale of Goods and Services Tata Global Beverages Group Ltd. (formerly Tata Tea (GB) Ltd.) 1879.73 1237.68Tata Global Beverages Australia Pty Ltd. (formerly Tetley Australia Pty. Ltd.) 4749.81 4771.16Tata Global Beverages Polska Sp. zo.o (formerly Tetley Polska Sp. zo.o Poland) 2151.78 2111.49Tata Tea Extractions US Inc. (formerly Tata Tea Inc.) 5290.62 4938.88

2. Other Income Tata Global Beverages Group Limited (formerly Tata Tea (GB) Ltd.) 704.56 570.263. Purchase of Goods and Services Amalgamated Plantations Pvt. Ltd. 19286.20 22223.874. Rent Paid Tata Sons Ltd. 21.97 21.96

Amalgamated Plantations Pvt. Ltd. 38.09 –5. Fees for Product Development Mount Everest Mineral Water Ltd. 330.90 82.73 6. Other Expenses (Net) Tata Sons Ltd. 493.67 473.74

Amalgamated Plantations Pvt. Ltd. 305.36 692.08 7. Purchase of Fixed Assets Tata Coffee Ltd. 11.41 –

Tata Global Beverages Group Ltd. (formerly Tata Tea (GB) Ltd.) – 320.94 8. Reimbursement of Expenditure Mount Everest Mineral Water Limited 449.42 529.55

Amalgamated Plantations Pvt. Ltd. 131.51 92.70 9. Dividend and Interest Received Tata Global Beverages Group Ltd. (formerly Tata Tea (GB) Ltd.) 1662.15 1773.73

Tata Global Beverages Capital Ltd. (formerly Tata Tea (GB) Capital Ltd.) 2073.46 2249.12Tata Coffee Ltd. 1766.50 1108.06Consolidated Coffee Inc. 1224.83 2415.78Amalgamated Plantations Pvt. Ltd. 562.15 1301.95

10. Dividend Paid Tata Sons Ltd. 2817.44 2465.2611. Deposits Given Tata Sons Ltd. 25.00 144.00 12. Investments Sold Tata Coffee Ltd. 2209.03 –

Amalgamated Plantations Pvt. Ltd. 245.48 10414.9213. Investments Made Amalgamated Plantations Pvt. Ltd. – 15682.02

NourishCo Beverages Ltd. 252.50 –

notes to Accounts




LIMITED

25 The Company has only one reportable primary segment i.e. tea. It has identified Geographial segment as the secondary segment. Disclosure is given herewith

Rs. in Lakhs

India Outside India Total

By Geographical Segments:

Sales Revenue 162456.60 16805.57 179262.17 (153318.00) (16474.26) (169792.26)

Segment Assets 65449.94 4463.46 69913.40 (59139.75) (5170.21) (64309.96)

Purchase of Fixed Assets 2096.54 – 2096.54 (2232.79) – (2232.79)

Geographical Segments:

Segmentation of revenue is on the basis of geographical location of the customers.Segmentation of asset is on the basis of geographical location of the assets.

26 Interest in Joint Venture i) During the year the Company has entered into a Joint Venture with PepsiCo India Holding Private Limited and formed a jointly controlled entity

named NourishCo Beverages Limited, which is incorporated in India with 50% interest. ii) The Company’s current interest in the Joint venture is reported as Long-Term Investments (Schedule 6) and stated at cost. The Company’s share in

Cash and Bank Balances in this joint venture is Rs. 252.50 Lakhs (P.Y. – Nil). iii) Capital commitment of the Company in relation to the interest in NourishCo Beverages Limited is Rs. 2247.50 Lakhs, being its contribution to

subscribe to Share Capital of the joint venture as and when required.

27 Post-Retirement Employee Benefits: The Company operates defined contribution schemes like provident fund and defined contribution superannuation schemes. For these schemes,

contributions are made by the Company, based on current salaries, to recognised funds maintained by the Company and for certain categories contributions are made to State Plans. In case of Provident fund schemes, contributions are also made by the employees. An amount of Rs. 661.12 Lakhs (P.Y. Rs. 648.91 Lakhs) has been charged to the Profit and Loss Account on account of defined contribution schemes.

The Company also operates defined benefit schemes like retirement gratuity, defined superannuation benefits and post-retirement medical benefits. The superannuation benefits and medical benefits are restricted to certain categories of employees. The defined benefit schemes offer specified benefits to the employees on retirement. Annual actuarial valuations are carried out by an independent actuary in compliance with Accounting Standard 15 (revised 2005) on Employee Benefits. Wherever recognised funds have been set up, annual contributions are also made by the Company. Employees are not required to make any contribution.



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3.02


LIMITED

Major categories of plan assets as a percentage of fair value of the total plan assets:2011

%2010

%2009

%2008

%2007

%

Govt of India Securities 11 5 7 5 5PSU bonds 4 2 2 2 3Insurance managed Funds 82 93 82 93 92Others 3 – 9 – –Total 100 100 100 100 100

Effect of increase/decrease of one percentage point in the assumed medical inflation rates:Rs. in Lakhs

Increase Decrease

2011 2010 2009 2008 2007 2011 2010 2009 2008 2007

Effect on aggregate of interest cost and current service cost 19.05 16.16 14.98 13.84 18.76 (32.89) (28.42) (23.44) (21.96) (17.05)Effect on defined benefit obligation 224.20 190.93 179.15 155.63 157.20 (205.69) (175.16) (162.87) (141.48) (142.91)

Principal actuarial assumptions used:2011 2010 2009 2008 2007

Discount rates 8.10% 8.00% 7.30% 8.20% 8.20%Expected rate of return on plan assets 7.50% 7.50% 7.50% 8.00% 8.00%Expected salary increase rates

4% and 5% based on employee category





Medical inflation rate Mortality rates

8.00%LIC 1994/96 mortality tables





The estimates of future salary increases considered in the actuarial valuation takes into account factors like inflation, future salary increases, supply and demand in the employment market, etc., The expected return on plan assets is based on actuarial expectation of the average long-term rate of return expected on investments of the Funds during the estimated term of the obligations.

Experience adjustment on plan liability include Rs. 373.76 Lakhs (2010 Rs. (571.66) Lakhs, 2009 Rs. (328.57) Lakhs, 2008 Rs. (142.68) Lakhs, 2007 Rs. (992.26) Lakhs) and on Plan Assets Rs. 46.13 Lakhs (2010 Rs. (121.07) Lakhs 2009 Rs. (2.73) Lakhs 2008 Rs. 92.53 Lakhs 2007 Rs. 107.66 Lakhs).

The contribution expected to be made by the Company for the year ending 31 March 2012 is not readily ascertainable.


notes to Accounts




LIMITED

28 Disclosure requirement for Derivatives Instruments The Company uses foreign currency hedges to manage its risks associated with foreign currency fluctuations relating to certain firm commitments

and highly probable transactions. The Company does not use derivative contracts for trading or for speculative purposes.

a) The outstanding forward exchange contracts for sale of foreign currency as at 31 March 2011 are:

No. of contracts US$ in Lakhs AU$ in LakhsRupee Equivalent

in Lakhs

59.00 50.00 110.00 7240.02 (30.00) (30.00) (140.60) (7081.44)

b) The outstanding currency options for sale of foreign currrency as at 31 March 2011 are:

No. of contracts US$ in Lakhs AU$ in LakhsRupee Equivalent

in Lakhs

12.00 155.25 – 6419.25 (16.00) (314.25) – (12925.44)

c) The foreign currency exposures of monetary items that have not been hedged are:US$ equivalent in

LakhsRs. in Lakhs

Amounts receivable in foreign currency 14.93 664.72 – –

Amounts payable in foreign currency 1.71 76.31 (2.30) (103.41)

29 Unless otherwise stated, figures in brackets relate to previous year and have been rearranged/regrouped wherever necessary.




Mumbai, 24 May 2011




LIMITED

Rs. in Lakhs

2011 2010

A Cash flow from operating activities

Net Profit before Tax 23037.71 49543.22 Adjusted for:Depreciation 1235.58 1232.41 Investment Income (10287.91) (12100.00)Unrealised exchange loss/(gain) 47.47 (158.43)Interest Expense 3896.92 5634.40 Interest Income (978.82) (1128.38)Profit on sale of current Investments (net) (0.33) (23.01)Provision for Doubtful Debts and Advances 9.29 5.77 Liabilities no longer required written back (467.96) (365.01)Debts and advances written off 1.36 38.09 Provision for Doubtful Debts/Advances no longer required written back (1.32) (20.85)Loss on sale/discard of Fixed Assets (net) 161.00 262.98 Employee Separation Scheme 2110.56 759.53 Payout on Employee Separation Scheme (813.10) –Profit on sale of long-term trade Investments (4440.04) (24772.32)

(9527.30) (30634.82)Operating profit before working capital changes 13510.41 18908.40 Adjustments for:Trade and other receivables (562.53) (1256.88)Inventories (5177.35) (8703.50)Trade payables 602.46 3008.63

(5137.42) (6951.75)Cash generated from operations 8372.99 11956.65 Direct Taxes paid (net) (6759.26) (8645.41)

(6759.26) (8645.41)Net Cash from/(used in) operating activities 1613.73 3311.24

B Cash flow from investing activities

Proceeds received from Amalgamated Plantation Pvt. Ltd. – 14123.00 Purchase of Fixed Assets (1868.93) (2245.70)Sale of Fixed Assets 12.89 9.59 Purchase of Long-Term Investments (7559.23) (5000.50)Sale of Long-Term Investments 4686.76 36586.89 Investment in Joint Venture (252.50) –Investments in Subsidiaries – (2684.42)Redemption of investments in Subsidiaries 2209.03 –Sale of Current Investments (net) 7170.52 (11962.11)Investment Income – Dividend 9193.99 10610.41 Investment Income – Interest 1333.62 1147.81 Interest received 1058.99 1386.48 Inter-Corporate Deposits and Loans Placed (5000.00) (6500.00)Inter-Corporate Deposits and Loans Redeemed 6000.00 1600.00 Net Cash from/(used in) investing activities 16985.14 37071.45

For the year ended 31 March 2011


Cash Flow Statement


LIMITED

Rs. in Lakhs

2011 2010

C Cash Flow from financing activities

Debenture Issue Expenses (13.99) –Issuance of 3% Non-Convertible, privately placed, Debentures 32500.00 –Redemption of 9.4% Non-Convertible, privately placed, Debentures (32500.00) –Redemption of Commercial Papers – (15000.00)Repayment of Long-Term Borrowings (321.43) (15642.86)Working Capital Facilities (net) 969.63 4967.27 Dividend paid (12330.74) (10777.01)Dividend Tax paid (1920.44) (1729.72)Interest paid (4825.52) (6221.53)

Net Cash from/(used in) financing activities (18442.49) (44403.85)Net increase/(decrease) in Cash and Cash Equivalents 156.38 (4021.16)

D Cash and cash equivalents

Opening Balance 536.04 4564.95 Effect of exchange rate changes (5.20) (7.75)Closing Balance 687.22 536.04

Notes:

1 The above Cash Flow Statement has been prepared under the “Indirect Method” as set out in the Accounting Standard on “Cash Flow Statements (AS-3)” issued by Companies (Accounting Standards) Rules, 2006.

2 Previous year’s figures have been rearranged/regrouped wherever necessary.

This is the Cash Flow Statement referred to in our Report of even date.



Mumbai, 24 May 2011



R N TataChairman






LIMITED

I Registration details

Registration No. 31425 State code 21Balance Sheet Date 31.03.2011

II Capital raised during the year (amount in Rs. thousands)

Public issue Nil Rights issue NilBonus issue Nil Private placement Nil

III Position of mobilisation and deployment of funds (amount in Rs. thousands)

Total Liabilities 31052416 Total assets 31052416

Sources of funds

Paid up capital 618399 Share warrants NilReserves and surplus 19946127 Secured loans 5054683Unsecured loans –

Application of funds

Net Fixed Assets 1150483 Investments 22909071Net Current Assets 1471680 Miscellaneous expenditure NilAccumulated Losses Nil Deferred taxation 87975

IV Performance of Company (amount in Rs. thousands)

Turnover (Total income) 19142935 Total expenditure 16839164Profit/(loss) before tax 2303771 Profit/(loss) after tax 1805851Earnings per share (in Rs.) 2.92 Dividend rate 200%

V Generic names of two principal products/services of the Company

Item code No. (ITC Code) 0902....Product description TEA, WHETHER OR NOT FLAVOUREDItem code No. (ITC Code) 21012010Product description INSTANT TEA

Mumbai, 24 May 2011

R N TataChairman





and Company’s General Business Profile


Balance Sheet Abstract


LIMITED


Statement of area, crop and yield

Estate Address Hecterage Crop Kgs Yield/Bearing

Hect (kgs)

TEA KERALA

Periakannal PO Munnar 340.13 935214 2750

Dist Idukki

Kerala 685 612

Pullivasal PO Munnar 424.76 1043983 2458

Dist Idukki

Kerala 685 612

Total 764.89 1979197 2588


LIMITED

Consolidated Financial Statements


LIMITED

on the Consolidated Financial Statements of Tata Global Beverages Limited (Formerly Tata Tea Limited)


Auditors’ Report

The Board of Directors of Tata Global Beverages Limited

1. We have audited the attached Consolidated Balance Sheet of Tata Global Beverages Limited (the “Company”) and its subsidiaries, its jointly controlled entities and associate companies, hereinafter referred to as the “Group” (refer Note 1b on Schedule 24 to the attached consolidated financial statements) as at 31 March 2011, the related consolidated Profit and Loss Account and the consolidated Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. We did not audit the financial statements of (i) the jointly controlled entity, certain subsidiaries and jointly controlled entities of certain subsidiaries included in the consolidated financial statements, which constitute total assets of Rs. 655,534.20 Lakhs and net assets of Rs. 549,869.67 Lakhs as at 31 March 2011, total revenue of Rs. 434,934.56 Lakhs, net profit of Rs. 44,998.47 Lakhs and net cash outflows amounting to Rs.100,680.89 Lakhs for the year then ended and (ii) certain associate companies which constitute net profit of Rs. 2,024.64 Lakhs for the year then ended. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us, and our opinion on the consolidated financial statements to the extent they have been derived from such financial statements is based solely on the report of such other auditors.

4. We report that the consolidated financial statements have been prepared by the Company’s Management in accordance with the requirements of Accounting Standard (AS) 21 - Consolidated Financial Statements, Accounting Standard (AS) 23 – Accounting for Investments in Associates in Consolidated Financial Statements, and Accounting Standard (AS) 27 - Financial Reporting of Interests in Joint Ventures notified under sub-section 3C of Section 211 of the Companies Act, 1956.

5. Based on our audit and on consideration of reports of other auditors on separate financial statements and on the other financial information of the components of the Group as referred to above, and to the best of our information and according to the explanations given to us, in our opinion, the attached consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the consolidated Balance Sheet, of the state of affairs of the Group as at 31 March 2011;

b) in the case of the consolidated Profit and Loss Account, of the profit of the Group for the year ended on that date: and

c) in the case of the consolidated Cash Flow Statement, of the cash flows of the Group for the year ended on that date







LIMITED

as at 31 March 2011


Consolidated Balance Sheet

Rs. in Lakhs

Schedule 2011 2010

SOURCES OF FUnDSShareholders’ Funds

Share Capital 1 6174.17 6164.17Reserves and Surplus 2 389538.23 366159.45

395712.40 372323.62Minority Interest 110807.88 105713.68Loan Funds

Secured Loans 3 103433.56 174162.05Unsecured Loans 4 715.76 5516.43

104149.32 179678.48Deferred Tax Liability (Net) 14 6369.52 7474.87Total 617039.12 665190.65

APPLICATIOnS OF FUnDSFixed Assets 5

Gross Block 460060.34 439903.35Less: Depreciation 84172.62 75199.71Net Block 375887.72 364703.64Add: Capital Work-in-progress 3885.93 379773.65 4736.12 369439.76Investments 6 58650.65 51911.32Current Assets, Loans and Advances

Inventories 7 106965.30 92165.18Sundry Debtors 8 57326.23 51972.14Cash and Bank Balances 9 99731.09 190382.99Other Current Assets 10 1519.77 2202.88Loans and Advances 11 72105.87 63084.83

337648.26 399808.02Less: Current Liabilities and ProvisionsLiabilities 12 138576.43 133057.57Provisions 13 20457.01 22910.88

159033.44 155968.45Net Current Assets 178614.82 243839.57Total 617039.12 665190.65


The Schedules referred to above form an integral part of the Consolidated Balance Sheet.This is the Consolidated Balance Sheet referred to in our Report of even date.



Mumbai, 24 May 2011



R N TataChairman






LIMITED

for the year ended 31 March 2011


Consolidated Profit and Loss Account

Rs. in Lakhs Schedule 2011 2010

InCOMESales and Services – Net 15 598242.24 578295.04Other Income 16 2211.99 3797.55Investment Income 17 2947.31 3406.47

603401.54 585499.06ExPEnDITUREPurchases 18 28207.30 27597.34Raw Materials Consumed 19 230500.43 207068.52Expenses 20 287530.10 278966.68Depreciation and Amortisation 10196.75 10567.93Less: Amount drawn from Revaluation Reserve (252.29) (275.60)Accretion to Stock 21 (6587.39) (3704.02)

549594.90 520220.8553806.64 65278.21

Interest (net of interest income Rs. 6663.33 Lakhs (Rs. 12114.85 Lakhs)) (5306.96) (2793.01)Exceptional Income 22 951.12 1613.08Profit before Taxation 49450.80 64098.28Provision for Taxation 23 20246.41 24767.55Profit after Taxation before share of results of Associates and Minority Interests

29204.39 39330.73

Share of net profit in Associates 2024.64 3303.84Minority Interests (5796.31) (3604.44)Net Profit 25432.72 39030.13Balance Bought forward 253318.52 235854.02

278751.24 274884.15AppropriationsDividend:– Final 12367.97 12367.97– Tax on Dividend 2104.15 2195.05

14472.12 14563.02Transfer to General Reserve 2673.38 4519.32Transfer from Debenture Redemption Reserve 8125.00 –Transfer to Debenture Redemption Reserve 7432.20 2483.29Balance Carried Forward 262298.54 253318.52Basic and Diluted Earnings per share (Rs.) 4.11 6.31(Nominal Value Re. 1 each (Rs. 10) – Refer Schedule 24, Note 7)


The Schedules referred to above form an integral part of the Consolidated Profit and Loss Account.This is the Consolidated Profit and Loss Account referred to in our Report of even date.



Mumbai, 24 May 2011



R N TataChairman






LIMITED

Forming part of the Consolidated Balance Sheet


Schedules


2011 2010

SHARE CAPITALAuthorised750,000,000 (75,000,000) Equity Shares of Re.1 each (Rs. 10 each) 7500.00 7500.00Issued, Subscribed and Paid-up (*)618,398,570 (61,839,857) Equity Shares of Re. 1 each (Rs. 10 each), fully paid-up 6183.99 6183.99Less: Held by a Subsidiary Company

Of the above

(9.82) (19.82)

a) 72,380,730 (7,238,073) Shares have been allotted as fully paid pursuant to a contract without payment being received in cash

b) 331,806,740 (33,180,674) Shares have been allotted as fully paid Bonus Shares by capitalisation of General Reserve and Securities Premium Account

6174.17 6164.17* With effect from record date 2 July 2010 the face value of the Company’s shares have been subdivided from Rs. 10 per share to Re. 1 per share.

Schedule 2

2010 Additions Deductions 2011 2010

RESERVES AnD SURPLUSCapital Reserve 8.67 – – 8.67 8.67Capital Subsidy Reserve 30.10 – – 30.10 30.10Capital Redemption Reserve 10.41 – – 10.41 10.41Revaluation Reserve 4720.63 – 252.29 4468.34 4720.63Contingency Reserve 100.00 – – 100.00 100.00Debenture Redemption Reserve 11236.23 7432.20 8125.00 10543.43 11236.23Securities Premium Account (**) 66472.48 – 6359.54 60112.94 66472.48Exchange Fluctuation Reserve (51899.31) 17474.68 – (34424.63) (51899.31)Hedging Reserve (3028.55) 861.42 – (2167.13) (3028.55)General Reserve 84357.74 3367.29 – 87725.03 84357.74Amalgamation Reserve 832.53 – – 832.53 832.53

112840.93 29135.59 14736.83 127239.69 112840.93Profit and Loss Account 262298.54 253318.52

389538.23 366159.45** Deduction relates to expenditure of Rs. 13.99 Lakhs incurred during the year in connection with issue of 3% Debentures and premium payable on redemption of the said

debentures amounting to Rs. 6345.55 Lakhs.


LIMITED


2011 2010

SECURED LOAnS3250, 9.40% Non-Convertible, privately placed, Debentures of Rs. 10 Lakhs each – 32500.00The debentures were secured by way of a first mortgage on certain immovable properties of the holding company and pledge of shares of a company and a subsidiary held as investments by the holding company.3250, 3% Non-Convertible, privately placed, Debentures of Rs 10 Lakhs each 32500.00 – Redeemable at a premium of Rs. 1,95,247 per Debenture on 4.11.2013, at the end of 3 years from the date of allotment 4.11.2010. The debentures issued by the Holding Company are secured by way of a first mortgage on certain immovable properties of the Company and pledge of shares of certain Companies held as investment.7% Secured Redeemable Non-Convertible Debentures 1790.28 2685.42Redeemable at par, in three equal instalments, at the end of the 4th, 5th and 6th years from the date of allotment, i.e. 29.12.2006. Secured by a charge on certain immovable assets of a subsidiary. Accordingly, the first instalment has been redeemed during the year.From Banks Term Loan 2078.30 1350.50Secured by way of mortgage of certain immovable and movable properties of an overseas subsidiary.Working Capital Facilities 29137.29 23230.56Secured by way of hypothecation of inventories, crop, book debts and movable assets, other than plant and machinery and furniture, of the holding company. For an Indian subsidiary, working capital facility is secured by hypothecation of coffee crop, stocks and receivables, whilst a part of the cash credit funding is also secured by deposit of title deeds of a coffee estate. For an overseas subsidiary working capital facilities are secured by specific security over the assets of certain overseas subsidiary.Senior Debt 37927.69 114395.57Debts are secured over assets of certain overseas subsidiaries.

103433.56 174162.05

Schedule 4

UnSECURED LOAnSShort-Term LoansFrom Banks 500.00 5000.00Other than Short-TermFrom Bank 215.76 516.43

715.76 5516.43


LIMITED

Schedule 5 Rs. in Lakhs

Cost Depreciation Net Book Value

As at 1 April

2010Additions/

Adjustments Deductions/

Adjustments

As at 31 March

2011For the

year To date

As at 31 March

2011

As at 31 March

2010

FIxED ASSETSTangible

Land (including Development) 6189.32 23.03 – 6212.35* 18.17 64.75 6147.60 6143.18Tea/Coffee Estate Land/FuelArea (including Development) 755.60 – – 755.60 – – 755.60 755.60Buildings 15250.61 1319.09 – 16569.70 534.65 5226.01 11343.69 10452.12Bridges 16.43 – – 16.43 – 2.44 13.99 13.99Plant and Machinery 86613.02 6424.42 2268.26 90769.18 6429.70 61780.95 28988.23 30192.19Furniture, Fixtures and Office Equipment

11264.01 2971.87 – 14235.88 1585.16 9279.41 4956.47 3712.97

Motor Vehicles 2207.86 479.35 279.07 2408.14 235.88 1206.21 1201.93 1099.91Intangible

Goodwill on Consolidation 294760.34 11466.74^ – 306227.08 566.55$ 2421.63 303805.45 292884.18Intangibles 21773.15 – 78.46 21694.69 728.71 3329.40@ 18365.29 19139.79Capitalised Software 773.01 98.28 – 871.29 67.92 746.82+ 124.47 94.71Non-Compete Fee 300.00 – – 300.00 30.01 115.00& 185.00 215.00Total 439903.35 22782.78 2625.79 460060.34(β) 10196.75 84172.62 375887.72 364703.64Previous Year 446890.11 25779.67 32766.43 439903.35 10567.93 75199.71 364703.64

Capital Work-in-Progress (including capital advances) 3885.93Previous year 4736.12Ω

Notes:

1. (*) Includes leasehold land of Rs. 202.40 Lakhs (Rs. 202.40 Lakhs) belonging to two Indian subsidiaries.

2. Cost of Buildings include Rs. 589.84 Lakhs (Rs. 589.84 Lakhs) represented by shares in Co-operative Housing Societies/a Company.

3. Includes borrowing costs capitalised

(Ω) Capital Work-in-Progress Rs. Nil (Rs. 85.85 Lakhs)

4. (^) Goodwill addition is on account of increase of holding by the Group in Joekels Tea Packers (Proprietary) Ltd. and Southern Tea LLC, amounting to Rs. 1655.25 Lakhs.

5. (+) The accumulated amortisation as at the beginning of the year was Rs. 678.30 lakhs (Rs 523.70 Lakhs), unexpired period of amortisation is 36 months for Rs. 25.20 Lakhs,

56 months for

Rs. 79.31 Lakhs, 59 months for Rs. 10.12 Lakhs, 12 months for Rs. 9.27 Lakhs and 12 months for Rs. 0.56 Lakhs.

6. ($) Represents impairment of goodwill on account of amortisation of certain intangible assets included as goodwill under India GAAP by an overseas subsidiary.

7. (@) The accumulated amortisation as at the beginning of the year was Rs. 2633.36 Lakhs (Rs. 2163.80 Lakhs). Unexpired period of amortisation for certain intangibles is

244 months.

8. (&) The accumulated amortisation as at the beginning of the year was Rs. 85 Lakhs (Rs. 55.00 Lakhs). Unexpired period of amortisation is 74 months.

9. Depreciation to date includes adjustment towards foreign exchange on restatement at the year end.

10. Exchange differences arising due to restatement of fixed assets in overseas subsidiaries, as at year end, have been transferred to Exchange Fluctuation Reserves.

11. Capital Work-in-Progress is net of Rs. Nil (Rs. 45.23 Lakhs), received as subsidy from government, by a foreign subsidiary.

12. (β) includes the impact of Foreign Exchange Translation Impact.

13. In an overseas subsidiary, effective from this year, regions or countries within these regions having independent cash flows have been designated as Income Generating

Units for the purpose of impairment testing, in view of above change in the management structure with focus on regional responsibilities in alignment with the strategy of exploiting beverage potential across geographies The internal reporting structure has also been changed to reflect the regional responsibilities, and the performance is also analysed region wise, for management purposes.





LIMITED


ClassFace value

of each Nos. 2011 2010

InVESTMEnTSLong-Term (fully Paid)TradeQuoted Equity Shares Others

Tata Chemicals Ltd. (Note 1) Rs. 10 15545522 7346.59 7346.59The Indian Hotels Co. Ltd. Re. 1 1687742 271.99 271.99Tata Motors Ltd. Rs. 10 23333 46.84 46.84Tata Investment Corporation Ltd. Rs. 10 140000 156.19 156.19Tata Steel Ltd. Rs. 10 12021 17.02 17.02Titan Industries Ltd. Rs. 10 462403 295.24 295.24Tata Consultancy Services Ltd. Re. 1 391200 1.21 2.45

(791200)Quoted ‘A’ Ordinary Shares

Tata Motors Ltd. Rs. 10 3333 10.17 10.17Quoted Zero Coupon Convertible Bonds

Tata Investment Corporation Ltd. (Note 2) Rs. 0 20000 – –Quoted 6% Non-Convertible Debentures with Detachable WarrantsThe Indian Hotels Co. Ltd. Rs. 100 140645 140.65 140.65Quoted 6.75% Secured Redeemable Non-Convertible DebenturesTitan Industries Ltd. Rs. 250 28677 71.69 71.69

8357.59 8358.83

Long-Term (Fully Paid)TradeUnquoted Associate0.01% Non-Cum Redeemable Preference SharesAmalgamated Plantations Pvt. Ltd. (redeemable with special redemption premium)

Rs. 10 67000000 6700.00 6700.00

Equity/Ordinary Shares

Amalgamated Plantations Pvt. Ltd. Rs. 10 24410000 2441.00 2441.00Estate Management Services (Pvt.) Ltd.* LKR 10 15346800 1106.21 1106.21Others6% Secured Reedemable Non-Convertible DebenturesInfiniti Retail Limited Rs. 10 65000000 6500.00 5000.00

(50000000)10% Redeemable Non-Convertible DebenturesAmalgamated Plantations Pvt. Ltd. Rs. 10 25816200 2581.62 2827.10

(28271000)Others – Equity/Ordinary Shares

Tata Sons Ltd. Rs. 1000 1755 975.00 975.00Tata Capital Ltd. (Note 3) Rs. 10 553889 83.08 –Tata Services Ltd. Rs. 1000 475 4.77 4.77


LIMITED


ClassFace value


InVESTMEnTS (Continued)Tata Industries Ltd. Rs. 100 6519441 11582.32 5606.17

(4346294)Taj Air Ltd. Rs. 10 22200000 2303.22 420.00The Rising Beverages Company LLC. – Class A shares US$ 220801 4752.28 –Kanan Devan Hill Plantations Company (Pvt.) Ltd. Rs. 10 2500000 250.00 250.00Chembra Peak Estates Ltd. Rs. 10 3481 0.41 0.41Wartyhully Estates Ltd. Rs. 10 24748 0.93 0.93Joonktolle Tea & Industries Ltd. Rs. 10 11524 6.42 6.42The Cochin Malabar Estates & Industries Ltd. Rs. 10 2156 0.20 0.20

39287.46 25338.21(*) Sale of these investments requires first offer of sale to the Venture partners.

Other than Trade Quoted – Equity Shares SBI Home Finance Ltd. Rs. 10 100000 – –Industrial Development Bank of India Rs. 10 16160 13.13 13.13

13.13 13.13Unquoted in Government SecuritiesW.B. Estates Acquisition Compensation Bond 0.08 0.08

0.08 0.08

Other than Trade Long-Term (Fully Paid)Unquoted – OthersThe Annamallais Ropeways Co. Ltd. Ordinary Shares Rs. 100 2092 – –ABC Tea Workers Welfare Services Ordinary Shares Rs. 10 20000 2.00 2.00Assam Hospitals Ltd. Equity Shares Rs. 10 200000 20.00 20.00The Valparai Co-operative Wholesale Stores Ltd. Ordinary Shares Rs. 10 350 – –The Bengal Chamber of Commerce & Industry 6 1/2% Debentures Rs. 1000 7 0.07 0.07Woodlands Hospital & Medical Res. Centre Ltd. 5% Debenture Stock Rs. 95000 1 0.44 0.44Woodlands Hospital & Medical Res. Centre Ltd. 1/2% Debentures – (Cost Rs. 3) Rs. 100 278 – –Suryakiran Apartment Services Private Ltd. Equity Shares Rs. 10 2146 0.21 0.21Shillong Club Ltd. – 5% Debentures (Cost Rs. 2) Rs. 100 31 – –Jalpaiguri Club Ltd. – Ordinary Shares (Cost Re. 1) Rs. 10 60 – –Thakurbari Club Ltd. – Preference Shares (Cost Re. 1) Rs. 100 26 – –GNRC Ltd. Equity Shares Rs. 10 50000 5.00 5.00IFCI Venture Capital Funds Ltd. Equity Shares Rs. 10 250000 25.00 25.00Ritspin Synthetics Ltd. Equity Shares Rs. 10 200000 – –Coorg Orange Growers Co-operative Society Ltd. Equity Shares Rs. 100 4 – –Tata Coffee Co-operative Stores Limited Equity Shares Rs. 5 20 – –Coorg Cardamom Co-operative Marketing Society Limited

Equity Shares Rs. 100 3 – –

TEASERVE(The Tamil Nadu Tea Manufacturers΄ Service Industrial Co-operative Society Ltd.)

Equity Shares Rs. 5000 1 0.05 0.05

Rural Electrification Corporation Ltd. 5.50% Capital Gain Bonds Rs. 10000 – – 50.00 (500)

52.77 102.77





LIMITED


ClassFace value


InVESTMEnTS (Continued)Current – Unquoted (Fully Paid)Other than Trade – In units of Mutual Funds/Money Market FundsSBI Mutual Fund Units of SBI Premier Fund Rs. 10 1994767 200.13 – SBI Premier Plan – Super IP – DDRTata Mutual Fund Units of Tata Liquid Plus Fund Rs. 1115 216086 2408.32 – Tata Liquid Fund SHIP – DDRUTI Mutual Fund Units of UTI Floating Rate Fund Rs. 1019 19624 200.06 –UTI Mutual Fund UTI Liquid Fund Cash Plan – Institutional – DDR Rs. 1001 220472 2206.42 –HSBC Ultra Short-Term Fund Weekly Dividend Rs. 10 631909

(1037832)69.28 198.29

Kotak Mutual Fund Units of Kotak Liquid Plus Fund Floater Long Term – Dividend Scheme

Rs. 10 – (18606883)

– 1875.54

UTI Mutual Fund Units of UTI Liquid Plus Fund Rs. 1000 – (162636)

– 1626.71

Birla Mutual Fund Units of Birla Liquid Fund Cash Manager – Dividend Scheme

Rs. 10 – (4998500)

– 500.00

Birla Mutual Fund Units of Birla Liquid Plus Fund Saving Fund – Institutional – Dividend Scheme

Rs. 10 – (19276130)

– 1928.92

Fortis Mutual Fund Units of Fortis Liquid Plus Fund – Formerly Plus Institutional Fund, Dividend Scheme

Rs. 10 – (3524073)

– 352.52

IDFC Mutual Fund Money Manager Treasury Plan – C – Dividend Scheme

Rs. 10 – (22542589)

– 2254.60

Cash Management Savings Plan – Dividend Scheme

HDFC Mutual Fund Cash Management Savings Plan – Dividend Scheme

Rs. 10 – (23727066)

– 2380.18

DSP BlackRock Mutual Fund Units of DSP BlackRock Liquid Plus Fund Rs. 1000 – – 1266.65 Floating Rate – Institutional – Dividend

Scheme(126596)

ICICI Prudential Interval Fund II Rs. 10 – – 500.00(5000000)

ICICI Prudential Flexible Income Plan Rs. 10 – – 201.37(117782)

Kotak Quarterly Interval Plan – Series 8 Growth Rs. 10 – – 700.65(6434020)

UTI Fixed Income Interval Fund – Monthly Interval Plan Rs. 10 – – 500.00(4157658)

TFLG – Tata Floater Fund Growth Rs. 10 2487487 358.21 –5442.42 14285.43

Total 53153.45 48098.45Net appreciation in investments in associates under equity method (Note 5)

5497.20 3812.87

58650.65 51911.32


LIMITED


ClassFace value


InVESTMEnTS (Continued)Total of Investments

Quoted 8370.72 8371.96Unquoted 39340.31 25441.06Unquoted current investments – in units of mutual funds

5442.42 14285.43

Aggregate Amount 53153.45 48098.45Market value of quoted investments 77636.55 68425.79Net asset value of current investments 5442.42 14288.27Aggregate Amount 83078.97 82714.06

Notes:

1. 15385522 shares of Tata Chemical Limited are pledged against outstanding 3% Non-Convertible privately placed Debentures.2. The warrants were part of Zero Coupon Convertible Bonds (ZCCB), the face value of which has already been converted into equity shares. The warrants entitle holder, at

his option, to purchase one Ordinary share at a price of Rs. 400 per share during the month of April 2011.3. Based on the Company's holding in Tata Sons Limited of 1755 equity shares, the Company was offered 553889 Equity shares of Rs. 10 each at a premium of Rs. 5 per share

in Tata Capital Limited.4. Cost of investments in The Rising Beverages Company LLC includes Goodwill amounting to Rs. 3638 Lakhs and cost of investment in Amalgamated Plantations Private

Limited includes capital reserve of Rs. 1559.78 Lakhs.5. Includes the following adjustments on account of Associate Companies.

2011 2010

Pre-acquisition share of profit/(loss) (152.25) (152.25)Post-acquisition profit 4661.87 1358.03Current year profit 2024.64 3303.84Dividend received (1037.06) (696.75)

5497.20 3812.87





LIMITED


2011 2010

InVEnTORIES

Stores, Spare Parts and Packing Materials 6483.16 5709.13Raw Materials 59697.90 52259.20Finished Goods 40373.62 33958.31Work-in-Progress 410.62 238.54

106965.30 92165.18

Schedule 8

SUnDRy DEBTORS(Unsecured unless otherwise stated)Debts outstanding for a period exceeding six months (includes secured debts of Rs. Nil (Rs. 2.99 Lakhs)) 1313.99 1409.59Other Debts (includes secured debts of Rs. 1017.40 Lakhs (Rs. 1511.21 Lakhs)) 57551.95 51821.15

58865.94 53230.74Less: Provision for Doubtful Debts 1539.71 1258.60

57326.23 51972.14Note:Debts considered good 57326.23 51972.14Debts considered doubtful 1539.71 1258.60

58865.94 53230.74

Schedule 9

CASH AnD BAnK BALAnCESCash, Cheques in hand and Remittance in transit 78.53 79.26With Banks on: Current Account 8142.29 14751.84 Deposit Accounts 91510.27 175551.89

99652.56 190303.7399731.09 190382.99

Schedule 10

OTHER CURREnT ASSETSInterest accrued 1459.77 2142.88Receivable from Amalgamated Plantations Pvt. Ltd. 60.00 60.00

1519.77 2202.88


LIMITED


2011 2010

LOAnS AnD ADVAnCES(Unsecured and considered good unless otherwise stated)Loans/Intercorporate Loans 48556.09 39990.21(including secured loans amounting to Rs. 29934.26 Lakhs (Rs. 29820.70 Lakhs))Advances recoverable in cash or in kind or for value to be receivedConsidered good 16214.22 14934.10Considered doubtful 141.67 153.17

16355.89 15087.27Less: Provision for doubtful advances 141.67 16214.22 153.17 14934.10DepositsConsidered good 3495.54 4647.94Considered doubtful 76.22 70.91

3571.76 4718.85Less: Provision for doubtful deposits 76.22 3495.54 70.91 4647.94MAT Credit Entitlement 681.17 466.85Balance in Escrow Account 2987.68 2780.57Balances with Excise Authorities, Port Trust etc. 171.17 265.16

72105.87 63084.83Note:

Deposits include: Rs. 1605.67 Lakhs (Rs. 2157.10 Lakhs) deposited with NABARD in the Tea/Coffee Development Account under Section 33AB of the Income tax Act, 1961.

Schedule 12

LIABILITIESSundry Creditors 98790.49 94933.60Interest accrued but not due 479.44 1721.94Pension Liabilities* 4859.66 8457.13Other Liabilities 34446.84 27944.90

138576.43 133057.57Note: (*) includes estimated pension liability for an overseas subsidiary payable over eight years.

Schedule 13

PROVISIOnSTaxation less advance payments 6169.73 8488.74Proposed Dividend 12367.97 12367.97Tax on Dividend 1919.31 2054.17

20457.01 22910.88

Schedule 14

DEFERRED TAxATIOnDeferred Tax Liability 13430.99 12833.58Deferred Tax Asset (7061.47) (5358.71)

6369.52 7474.87

Forming part of the Consolidated Balance sheetForming part of the Consolidated Balance Sheet




LIMITED

Forming part of the Consolidated Balance sheet


2011 2010

SALES AnD SERVICES

Tea 447665.74 438180.24Coffee 142325.88 129933.75Pepper 1851.40 1849.64Cardamom 203.31 284.79Spices and Others 768.68 2909.08Timber (Net) 187.41 140.25Veneer/Plywood 784.47 725.04Trading Sales 2436.26 2122.65Mineral Water 1815.67 1907.59Services Rendered 355.15 334.33

598393.97 578387.36Less: Excise Duty (151.73) (92.32)

598242.24 578295.04

Schedule 16

OTHER OPERATInG InCOME

Miscellaneous Receipts 1554.13 1433.63Liabilities no longer required written back 565.28 2262.15Provision for debts and advances written back* 35.24 – Rent Received 57.34 101.77

2211.99 3797.55* Net of debts and advances written off Rs. 1.37 Lakhs (Rs. Nil)

Schedule 17

InVESTMEnT InCOME

Income from long-term investments Interest 670.79 1040.99 Dividend 1890.45 1831.00Dividend from current investments 342.37 510.10Profit on sale of current investments (net) 43.70 24.38

2947.31 3406.47

Schedule 18

PURCHASES

Tea 25957.84 25508.69Trading Goods 2249.46 2088.65

28207.30 27597.34

Forming part of the Consolidated Profit and Loss Account




LIMITED


2011 2010

RAw MATERIALS (Consumed)

Opening Stock 52259.20 37953.26Add: Purchases 237939.13 221374.46

290198.33 259327.72Less: Closing Stock 59697.90 52259.20

230500.43 207068.52


2011 2010

ExPEnSES

Salaries, Wages and Bonus* 54445.43 55023.36Contribution to Provident Fund and other Funds 4361.06 4057.49Workmen and Staff Welfare Expenses 2144.79 2052.91Cultivation, Plucking and Manufacturing Expenses 7998.90 6733.23Consumption of Packing Materials 40636.75 39791.13Consumption of Stores and Spare Parts 2304.45 2149.39Power and Fuel 7084.09 5862.73Repairs to Plant and Machinery 2105.46 2261.48Repairs to Buildings 1244.11 1064.74General Repairs 1249.83 1542.02Rent 4664.38 4724.25Rates and Taxes 1321.36 1610.92Advertisement and Sale Charges 101269.12 98547.27Commission on Sales 10591.84 8515.82Brokerage and Discount 28.45 27.31Freight 16626.62 15249.41Insurance 2270.07 2147.44Miscellaneous Expenses** 26759.17 27191.22Provision for Doubtful Debts and Advances 296.94 114.21Loss on Sale of Fixed Assets 127.28 283.11Debts and Advances written off *** – 17.24

287530.10 278966.68* Excludes Rs. 437.87 Lakhs (Rs. 535.21 Lakhs) debited to other expenditure heads and includes net credit of Rs. 339.19 Lakhs (Rs. 345.27 Lakhs) relating to earlier years of

the Holding Company.

** Includes Exchange Loss Rs. 1034.30 Lakhs (Rs. 846.71 Lakhs).

*** Net of provision for debts and advances written back Rs. Nil (Rs. 20.85 Lakhs).

Forming part of the Consolidated Profit and Loss Account




LIMITED


2011 2010

(ACCRETIOn)/DECRETIOn TO STOCK/wORK-In-PROGRESSStock as at 1 April

Tea 22025.12 17366.33Coffee 11045.59 11919.57Pepper 466.92 573.30Cardamom 1.98 24.97Spices and Others 13.15 24.83Veneer/Plywood 16.95 37.86Trading Stock 263.09 229.38Mineral Water 125.51 124.88Work-in-Progress 238.54 191.71

34196.85 30492.83Stock as at 31 MarchTea 24579.03 22025.12Coffee 15152.84 11045.59Pepper 27.15 466.92Cardamom 0.02 1.98Spices and Others 322.72 13.15Veneer/Plywood 30.75 16.95Trading Stock 204.58 263.09Mineral Water 56.53 125.51Work-in-Progress 410.62 40784.24 238.54 34196.85

(6587.39) (3704.02)

Schedule 22

ExCEPTIOnAL InCOME/(ExPEnDITURE)Income

Actuarial gain on defined benefit schemes for overseas subsidiary 3744.22 – Profit on sale of Long-Term Investments 4440.04 18604.52

8184.26 18604.52ExpenditureRe-organisation costs (4694.76) (2012.06)Exchange Loss (427.82) (10217.65)Employee Seperation Scheme (2110.56) (759.53)Actuarial loss on defined benefit schemes for overseas subsidiary – (4002.20)

(7233.14) (16991.44)951.12 1613.08

Schedule 23

PROVISIOn FOR TAxATIOn

Income Tax* 21061.07 24371.34Deferred Tax (829.66) 381.21Wealth Tax 15.00 15.00

20246.41 24767.55* Net of reversal of provisions relating to earlier year of the Holding Company Rs. 368.87 Lakhs (Rs. 166 Lakhs).


LIMITED

Schedule 24

1 SIGnIFICAnT ACCOUnTInG POLICIESa) Basis of Consolidation The consolidated financial statements comprises of the financial statements of Tata Global Beverages Limited (the Holding Company), its Subsidiaries,

Associates and Joint Ventures. The consolidated financial statements are prepared in accordance with Accounting Standard 21 on “Consolidated Financial Statements”, Accounting Standard 23 on “Accounting for Associates in Consolidated Financial Statements” and Accounting Standard 27 on “Financial Reporting of Interests in Joint Ventures”.

The consolidated financial statements are prepared on the following basis:

i) Investment in Subsidiaries • ThefinancialstatementsoftheHoldingCompanyanditssubsidiarycompanieshavebeencombinedonaline-by-linebasisbyadding

together like items of assets, liabilities, income and expenses. The intra-group balances, intra-group transactions and unrealised profits or losses thereon have been fully eliminated.

• ThefinancialstatementsofthesubsidiariesusedinconsolidationaredrawnuptothesamereportingdateasthatoftheHoldingCompany.

• Theexcessvalueoftheconsiderationgivenoverthenetvalueoftheidentifiableassetsacquiredinthesubsidiarycompaniesisrecognisedas goodwill/capital reserve. Goodwill disclosed under fixed assets is not amortised but is, however, tested for impairment.

ii) Investment in Associates • InvestmentinAssociateshavebeenaccountedforusingtheequitymethodwherebytheinvestmentisinitiallyrecordedatcostand

adjusted thereafter for Post-Acquisition change in the Holding Company’s share of net assets. The difference between the cost of acquisition and the Holding Company’s share of equity of the Associates on the respective dates of acquisition is recognised as goodwill/capital reserve. Goodwill included within Investments is not amortised but is, however, tested for impairment.

iii) Investment in Joint Ventures • JointVentureofHoldingCompanyaswellassubsidiarieshavebeenaccountedforintheconsolidatedfinancialstatementsusingthe

proportionate consolidation method whereby a venturer’s share of each of the assets, liabilities, income and expenses of the jointly controlled entity is accounted for on a pro-rata basis.

b) i) The subsidiaries, associates and joint ventures considered in the consolidated financial statements are:

Company Name Formerly known asCountry of Incorporation

Voting power held as at

31.03.2011

Effective voting power held as at 31.03.2011 by

the Holding Company

A) Subsidiaries Tata Global Beverages Group Ltd.

(48.73% through subsidiaries)Tata Tea GB Ltd. UK 78.79% 78.79%

Subsidiaries of Tata Global Beverages Group Ltd. Tata Global Beverages Holdings Ltd. Tetley Group Holdings Ltd. UK 100.00% 78.79%Tata Global Beverages Services Ltd. The Tetley Group Ltd. UK 100.00% 78.79%Tata Global Beverages GB Ltd. Tetley GB Ltd. UK 100.00% 78.79%Tata Global Beverages Overseas Holdings Ltd. Tetley Overseas Holdings Ltd. UK 100.00% 78.79%Tata Global Beverages Overseas Ltd. Tetley Overseas Ltd. UK 100.00% 78.79%Lyons Tetley Ltd. UK 100.00% 78.79%Tata Global Beverages US Holdings Inc. Tetley US Holdings Inc. USA 100.00% 78.79%Tetley USA Inc. USA 100.00% 78.79%Tata Global Beverages Canada Inc. Tetley Canada Inc. Canada 100.00% 78.79%Tata Global Beverages Australia Pty Ltd. Tetley Australia Pty. Ltd. Australia 100.00% 78.79%Stansand Ltd. UK 100.00% 78.79%Stansand (Brokers) Ltd. UK 100.00% 78.79%Stansand (Africa) Ltd. Kenya 100.00% 78.79%Stansand (Central Africa) Ltd. Malawi 100.00% 78.79%Tata Global Beverages Polska sp.zo.o Tetley Polska sp.zo.o Poland 100.00% 78.79%

Consolidated notes on Accounts




LIMITED

Company Name Formerly known asCountry of Incorporation

Voting power held as at

31.03.2011

Effective voting power held as at 31.03.2011 by

the Holding Company

Drassington Ltd. UK 94.90% 74.85%Good Earth Corporation USA 100.00% 78.79%Good Earth Teas Inc. F Mali Herb Inc. USA 100.00% 78.79%Teapigs Ltd. UK 100.00% 78.79%Tata Global Beverages Czech Republic a.s. Jemca a.s. Czech

Republic100.00% 78.79%

Tata Global Beverages Investments Ltd. Tata Tea (GB) Investments Ltd. UK 100.00% 78.79%Campestres Holdings Ltd. Cyprus 100.00% 78.79%

Kahutara Holdings Ltd. Cyprus 65.00% 51.21%Suntyco Holding Ltd. Cyprus 51.00% 26.11%

Onomento Co. Ltd. Cyprus 100.00% 26.11%OOO Tea Trade LLC Russia 100.00% 26.11%OOO Sunty LLC Russia 100.00% 26.11%

Joekels Tea Packers (Proprietary) Ltd. South Africa 51.00% 40.10%Joint Ventures of Tata Global Beverages Group Ltd.

Tetley ACI (Bangladesh) Ltd. Bangladesh 50.00% 39.40%Empirical Group LLC USA 56.00% 44.12%Southern Tea LLC USA 50.00% 39.40%Tetley Clover (Pvt.) Ltd. Pakistan 50.00% 39. 40%

Associates of Tata Global Beverages Group Ltd. The Rising Beverages Company LLC USA 31.00% 24.43%

Tata Global Beverages Capital Ltd. Tata Tea (GB) Capital Ltd. UK 100.00% 100.00%Tata Coffee Ltd. India 57.48% 57.48%

Subsidiaries of Tata Coffee Ltd. Alliance Coffee Ltd. India 51.00% 29.31%Consolidated Coffee Inc. USA 100.00% 78.70%Subsidiary of Consolidated Coffee Inc.

Eight O’Clock Coffee Company USA 100.00% 78.70%Joint Venture of Tata Coffee Ltd.

Tata Coffee (Uganda) Ltd. Uganda 50.00% 28.74%Tata Tea Extractions Inc. Tata Tea Inc. USA 100.00% 100.00%Zhejiang Tata Tea Extraction Company Limited China 70.00% 70.00%Tata Tea Holdings Private Limited India 100.00% 100.00%Mount Everest Mineral Water Limited India 40.92% 40.92%B) Associates

Amalgamated Plantations Pvt. Ltd. India 49.07%Estate Management Services Pvt. Ltd. Sri Lanka 49.00%Subsidiary of Estate Management Services Pvt. Ltd.Watawala Plantations Ltd. Sri Lanka 28.79%C) Joint Ventures

NourishCo Beverages Ltd. India 50.00% 50.00%

ii) During the year the Holding Company has entered into a Joint Venture with PepsiCo India Holding Private Limited and formed a jointly controlled entity named NourishCo Beverages Limited, which is incorporated in India with 50% interest.

iii) One of the Holding Company’s overseas subsidiaries acquired 31% stake, calculated on a fully diluted basis, in The Rising Beverages Company LLC, the owner of ActivateTM a performance beverage in the USA. The subsidiary has an option to further increase its stake in this company.



LIMITED

iv) a) In terms of a contractual arrangement, European Bank of Reconstruction and Development (EBRD) has the right to exercise a put option on certain overseas subsidiaries of the Holding Company, who will be obliged to purchase the shares held by EBRD at fair market value after six years from the subscription date. Conversely an overseas subsidiary company has the right to exercise a call on all the shares held by EBRD at the end of the stipulated eight years at fair market value. The stipulated time period of eight years may be bought forward if certain events as per the agreement are triggered.

b) Kahutara Holdings Limited, a 65% subsidiary of Tata Global Beverages Group Ltd., which holds 51% in Suntyco Holding Limited (the Holding Company for Russian beverage business) has an irrevocable call option, and Celeste Assets (Seller) has an irrevocable put option to buy/sell the balance 49% shares of the Seller in Suntyco Holding Limited, which can be exercised in full in March 2012 or March 2013 or March 2014. The put and call option price is based on an agreed formula linked to the past cash profits.

v) The Holding Company had entered into a put option agreement with International Finance Corporation (IFC) in relation to their investment in Amalgamated Plantations Private Limited (APPL). In terms of the said agreement, IFC has the right to exercise a put option whereby the Holding Company is obliged to purchase a maximum of 30 million shares in APPL if certain conditions or events stipulated in the said agreement do not occur.

vi) The Holding Company had entered into a put option agreement with two erstwhile promoters of Mount Everest Mineral Water Limited (MEMW) in relation to their investments in MEMW. In terms of the said agreement, the two erstwhile promoters have the right to exercise a put option whereby the Holding Company is obliged to purchase a maximum of 3.11 million shares in MEMW if certain conditions or events stipulated in the said agreement do not occur.

c) Accounting Convention The financial statements have been prepared in accordance with the historical cost convention.

d) Fixed Assets and Depreciation Fixed Assets are carried at cost of acquisition less depreciation. Impairment loss, if any, ascertained as per Accounting Standard-28 of the Companies

(Accounting Standards) Rules, 2006, is recognised. The cost of extension planting of cultivable land, including cost of development, is capitalised.

Assets acquired on hire purchase, for which ownership will vest at a future date, are capitalised at cash cost. Depreciation on fixed assets, including assets created on lands under lease is provided under straight-line method over the remaining useful life of the asset, except for certain assets amounting to Rs 11451.79 Lakhs (Gross Block) of an Indian subsidiary, in respect of which depreciation is provided under written down value method (accumulated depreciation Rs. 4533.80 Lakhs). In one of the subsidiaries, the assets having value lower than Rs. 0.14 Lakhs are provided at 100% depreciation once they are put to use. The premium paid for leasehold land is amortised over the lease period except for perpetual lease where renewal is assumed consistent with past practice. Leasehold buildings are depreciated over the remaining term of the lease. Expenditure on software and related implementation costs capitalised are amortised on a straight-line basis over its estimated useful life and generally does not exceed 10 years.

Non-compete fees paid by the Holding Company in connection with business acquisition is being amortised on a straight-line basis over a period of ten years.

Intangible assets are amortised over their estimated useful life on a straight-line basis except in case of brands acquired by an overseas subsidiary, which have not been amortised as the directors of that subsidiary have concluded that the brands have an indefinite useful life, on account of the strength of the brands acquired and their market positions and is annually tested for impairment.

Subsidies receivable from government in respect of fixed assets are deducted from the cost of respective assets as and when they accrue.

e) Leases Rentals in respect of operating leases are charged off to Profit and Loss Account.

f) Borrowing Costs Borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets are capitalised. The other costs are

charged to the Profit and Loss Account. Borrowing costs include amortisation of issue/ancillary costs relating to borrowings and, in the case of relevant overseas subsidiaries, such costs relating to borrowings are being amortised at a constant rate on the carrying amount over the expected term of the borrowing. The costs incurred for obtaining finance are deferred and amortised using the effective interest method over the life of the related financing agreements and charged to interest expenses in one of the overseas subsidiaries.






LIMITED

g) Investments Investments of a long-term nature are stated at cost, less adjustment for any diminution, other than temporary, in the value thereof. Current

investments are stated at lower of cost or market value.

h) Inventories Inventories are stated at cost or net realisable value, whichever is lower, except for an Indian subsidiary, where stores, spare parts and raw materials are

valued at cost and certain minor products at realisable value and another Indian subsidiary where packing material, stores and spare parts and raw materials are valued at cost. In an overseas associate produced stock are valued at cost.

Cost is determined on weighted-average/FIFO method for all categories of inventories other than for auction bought teas, in which case cost is considered as actual cost for each line. Cost comprises expenditure incurred in the normal course of business in bringing such inventories to its present location and includes, where applicable, appropriate overheads based on the normal level of activity. Provision is made for obsolete, slow-moving and defective stocks, where necessary.

i) Foreign Currency Transactions Transactions in foreign currency are recorded at average weekly/ fortnightly spot rates or the exchange rate applicable on the transaction date. Exchange

difference resulting from settled transactions are adjusted in the Profit and Loss Account. In one of the Indian subsidiaries current assets and liabilities covered by forward cover are stated at forward cover rates and resulting exchange differences recognised in the Profit and Loss Account. Year end balances of monetary items are restated at the year end exchange rates and the resultant net gain or loss is recognised in the Profit and Loss Account.

The income and expenditure of overseas subsidiaries are translated at the average of month end exchange rates. Year-end balances of all assets and liabilities are restated at the year end exchange rates. Exchange differences arising on retranslation at year-end exchange rates, of the net investment in foreign undertakings, are taken to reserves.

j) Sales and Services i) Sales are recognised when risk, rewards and title have been transferred to the customer, as per terms of sale or on completion of auction in case

of auction sale. Provision for sales returns and other allowances relating to that year’s sale are recorded as an offset from sales. In case of overseas subsidiaries provisions for sales return and other allowances are recorded based on past experiences.

ii) Fees and income from services are accounted as per terms of relevant arrangements.

k) Other Income Export incentives, interest income and income from investments etc. are accounted on accrual basis.

l) Replanting/Rejuvenation Cost of replanting/rejuvenating tea/coffee bushes/fuel trees is charged to revenue.

Related Tea/Coffee Board subsidies are accrued as other income on obtaining approval from Tea/Coffee Board.

m) Compensation of Land Compensation, if any, in respect of land surrendered/vested in governments under various State Land Legislations in India is accounted for as and

when received.

n) Employee Benefits i) Post-retirement employee benefits: Contribution to post-retirement benefits like Provident Fund, Defined Contribution Superannuation

Schemes and other defined contribution schemes are accounted for on accrual basis by the Group.

Liabilities for Defined Benefit plans like Gratuity, Superannuation schemes and Post-retiral Medical Benefits are determined through independent year end actuarial valuation and charge is recognised in the books.

The Group recognises in the Profit and Loss Account, gains or losses on curtailment or settlement of a defined benefit plan as and when the curtailment or settlement occurs.



LIMITED

ii) Other Employee Benefits: Other employee benefits are accounted for on accrual basis. Liabilities for compensated absences are determined based on independent year end actuarial valuation and charge is recognised in the Profit and Loss Account for the Holding Company and its Indian subsidiaries. Short-Term Employee Benefits are recognised on an undiscounted basis whereas Long-Term Employee Benefits are recognised on a discounted basis.

iii) With regard to overseas subsidiaries and associates, liabilities for retirement benefits are determined as per the regulations and principles followed in the respective countries. Defined benefit obligation of overseas subsidiaries accounted for in the reserves in its financial statements, in compliance with the local generally accepted accounting principles, are recognised in the Group Profit and Loss Account. The structural differences in the overseas pension schemes and the relative size of the overseas operations results in significant volatility in amounts recognised in the Profit and Loss Account.

iv) Other Employee Ter mination Benefits: Payments to employees who have opted for Employee Separation Schemes (ESS) along with additional liabilities towards retirement benefits arising pursuant to the ESS are charged to the Profit and Loss Account in the year in which it is incurred.

o) Research and Development Research & Development expenditure of revenue nature, is charged to revenue and capital expenditure, is treated as fixed assets.

p) Deferred Taxation Provision for deferred taxation is made using the liability method, on all timing differences to the extent that it is probable that a liability or asset will

crystallise. As at the Balance Sheet date, unless there is evidence to the contrary of management’s expectation of future profits for set off, deferred tax assets pertaining to business loss are only recognised to the extent that there are deferred tax liabilities offsetting them.

q) Financial Instruments Premium or discount on forward contracts where there are underlying assets/liabilities are amortised over the life of the contract. Such foreign

exchange forward contracts are revalued at the balance sheet date and the exchange differences between the spot rate at the date of the contract and the spot rate on the Balance Sheet date is recognised as gain/loss in the Profit and Loss Account.

Foreign currency forward contracts and options are also used to hedge its risk associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions. The Group designates these hedging instruments as cash flow hedges.

Hedging instruments are initially measured at fair value and remeasured at subsequent reporting dates. Gain or loss of the fair value of hedging instrument in respect of effective portion of the cash flow hedges are recognised in the hedging reserve account. The portion of the gain or loss on the hedging instruments if determined to be an ineffective cash flow hedge is recognised in the Profit and Loss Account. Fair value hedges are marked to market on the Balance Sheet date and gain or loss recognised in the Profit and Loss Account.

2 The name of the Company was changed from Tata Tea Limited to Tata Global Beverages Limited with effect from 2 July 2010. Whilst there is no change in the line of business, the change in the name signals the intent to be truly global and to focus on wider branded beverage agenda.

3 Estimated amount of contracts remaining to be executed on capital account and not provided for as at 31 March 2011 aggregated Rs. 1881.33 Lakhs (Rs. 1882.36 Lakhs).

4 Contingent Liabilities not provided for in respect of: a) Bills discounted and remaining unpaid as at 31 March 2011 aggregrated – Rs. 137.36 Lakhs (Rs. Nil).

b) Claims under adjudication not acknowledged as debts:

Rs. in Lakhs

2011 2010

i) Taxes, Statutory Duties/Levies etc.ii) Commercial and other Claimsiii) Income-tax/Agricultural Income-tax

1523.52953.13

Nil

1040.20592.05

20.62






LIMITED

c) Labour disputes under adjudication relating to some staff – amount not ascertainable for Holding Company and Rs. 302.61 Lakhs (Rs. 283.59 Lakhs) for an Indian subsidiary.

d) In the case of an overseas subsidiary there are contingent liabilities in respect of forward exchange contracts, operating leases, outstanding letters of credit and financing arrangements of joint ventures. All of these arrangements have been undertaken in the normal course of trade and are centrally managed by the central treasury team of the overseas subsidiary. Because the value of many of these liabilities is dependent on future market price movements, the directors believe that it is not practically possible to provide an estimate of the Group’s potential liability under such arrangements.

e) Guarantee given to the lender of a subsidiary Rs. 5950.54 Lakhs (Rs. 5990.57 Lakhs).

f ) Bank and other guarantees – include counter guarantee given by the Holding Company on behalf of an Indian Associate Company Rs. 34.94 Lakhs (Rs. 34.94 Lakhs).

5 Research and Development Expenditure:Rs. in Lakhs

2011 2010

Capital 8.51 64.45Revenue 807.19 817.84Total 815.70 882.29

6 Disclosure in respect of operating leases:Rs. in Lakhs

2011 2010

Total minimum lease payments under non-cancellable operating lease 11016.81 11663.08Within One Year 2098.25 2308.64Later than one year and not later than five years 6112.02 5939.77Later than five years 2806.54 3414.67Lease payments recognised in the Profit and Loss Account 4367.63 3343.13

An overseas subsidiary has taken on lease office/factory buildings and the leases expire between 2011 and 2023. The Holding Company leasing arrangements in respect of operating leases for premises (residential, office, godown) and motorcars. These leasing arrangements which are cancellable, ranges between five months to five years and are usually renewable on mutually agreed terms.

7 Basic and Diluted Earnings Per Share (EPS) have been computed with reference to profit after tax of Rs. 25432.72 Lakhs (Rs. 39030.13 Lakhs) and the weighted average equity shares outstanding (Nominal value – Re. 1) during the year aggregating to 6183.99 Lakh shares. With effect from 2 July 2010, the face value of the Company’s shares has been subdivided from Rs. 10 per share to Re. 1 per share. Earnings per share for previous year have been computed based on the revised number of shares.

8 The major components of the Deferred Tax Assets/Liabilities, based on the tax effect of the timing differences, as at 31 March 2011 are as under:

Rs. in Lakhs

2011 2010

Deferred Tax Liabilities

Depreciation 20517.02 20578.01Others 357.34 357.35

20874.36 20935.36Deferred Tax Assets

Provision for doubtful debts/advances 364.97 373.59Other assets, employee benefits etc. 14103.49 13064.54Carry forward agricultural income tax loss 36.38 22.36

14504.84 13460.49



LIMITED

9 The proportionate share of the assets, liabilities, income and expenditure of the joint venture entities (refer note 1(b) above) included in these Consolidated Financial Statements are given below:

Balance Sheet as at 31 March 2011Rs. in Lakhs

2011 2010

Sources of Funds

Shareholders’ Funds – Reserves and Surplus 3307.34 3035.02 Loan Funds Secured Loans 1719.55 1009.99 Unsecured Loans – 89.83 Deffered Tax Liability – 4.49 Total 5026.89 4139.33 Applications of Funds

Fixed AssetsGross Block 1308.02 1162.72 Depreciation till date (621.11) (712.93)Net Block 686.91 449.79 Capital Work-in-Progress 26.75 244.62

713.66 694.41

Deferred Tax Asset 46.34 –Current Assets, Loans and Advances Inventories 4857.47 3141.00 Sundry Debtors 1520.43 1855.10 Cash and Bank balances (378.41) (176.11) Other Current Assets, Loans and Advances 366.34 251.53

6365.83 5071.52 Current Liabilities and Provisions Liabilities 2306.69 2101.45 Provisions (207.75) (474.85)

2098.94 1626.60 Net Current assets 4266.89 3444.92 Total 5026.89 4139.33

Profit and Loss Account for the year ended 31 March 2011Rs. in Lakhs

2011 2010

Income

Sales and Services 30687.84 33341.84 Expenses

Purchases 8443.62 8948.61 Raw Materials Consumed 8873.29 9719.71 Expenses 11124.51 11505.18 Depreciation 122.52 170.72 Total Expenses 28563.94 30344.22 Profit before Tax and Exceptional Items 2123.90 2997.62 Exceptional Items – 15.65 Profit before Tax 2123.90 3013.27 Provision for Taxation (22.00) 69.08 Profit after Tax 2145.90 2944.19






LIMITED

10 a) Consolidated Related Party DisclosureParticulars of transactions during the year ended 31 March 2011

Rs. in Lakhs

Nature of transactionsAssociates/

Joint Ventures Promoter

Key ManagementPersonnel/

Relatives Total

Sale of Goods and Services 45.70 – – 45.70 (69.24) – – (69.24)

Other Income – 1.12 – 1.12 – – – –

Purchase of Goods and Services 20137.89 – – 20137.89 (22404.22) – (8.32) (22412.54)

Rent Paid 38.09 21.97 – 60.06 – (21.96) – (21.96)

Other Expenses (Net) 305.36 1059.11 – 1364.47 (134.28) (808.68) – (942.96)

Deposits Given – 25.00 – 25.00 – (144.00) – (144.00)

Directors΄ Remuneration – – 5212.87 5212.87 – – (3130.61) (3130.61)

Dividend Paid – 3067.29 – 3067.29 – (2719.14) (0.13) (2719.27)

Investments Redeemed 245.48 – – 245.48 (10414.92) – – (10414.92)

Investments Made 4578.82 – – 4578.82 (15682.02) – (0.25) (15682.27)

Reimbursement of Expenses 131.51 – – 131.51 (92.70) – – (92.70)

Dividend/Interest Received 609.54 122.85 – 732.39 (1940.92) (122.85) – (2063.77)

Balances Outstanding Debit 14.00 – – 14.00 (90.57) – – (90.57)

Credit 158.34 471.20 – 629.54 (1328.15) (308.19) (95.00) (1731.34)



LIMITED

Related PartiesPromoter Key Management PersonnelTata Sons Ltd. Mr P.T. Siganporia, Managing Director, Tata Global Beverages Ltd.

Mrs Sangeeta Talwar, Executive Director, Tata Global Beverages Ltd. (up to 31.07.2010)Associates Mr M. Deepak Kumar, Executive Director, Tata Coffee Ltd. (w.e.f. 25.10.2010)Estate Management Services Pvt. Ltd. Mr Hameed Huq, Managing Director, Tata Coffee Ltd.Amalgamated Plantations Pvt. Ltd. Mr P.D. Unsworth, Director & CEO, Tata Global Beverages Group Ltd.

Mr J.R. Nicholas, Director, Tata Global Beverages Group Ltd.Mr L. Krishna Kumar, Director & Group CFO, Tata Global Beverages Group Ltd.

Joint Ventures Mr A. Bhardwaj, Director, Zhejiang Tata Tea Extraction Co. Ltd.NourishCo Beverages Ltd. Mr. S. Ravi, Director, CEO, Tata Tea Extractions Inc.

Mr Pradeep Poddar, Managing Director, Mount Everest Mineral Water Ltd.Ms Abanti Sankarnarayanan, Director, Mount Everest Mineral Water Ltd. (up to 14.06.2010)

Subsidiary of an Associate Mr Tom Corcoran, Director, Consolidated Coffee Inc.Watawala Plantations Ltd. Mr Paul Lawer, Director, Consolidated Coffee Inc. (up to 31.03.2010)

Ms Barbara Roth, Director, Consolidated Coffee Inc.Joint Ventures of Subsidiary

Tetley ACI (Bangladesh) Ltd.Empirical Group LLC, USASouthern Tea LLC, USATetley Clover Pvt. Ltd., PakistanTata Coffee (Uganda) Ltd.

Associate of a Subsidiary

The Rising Beverage Company LLC

10 b) Disclosures in respect of transactions in excess of 10% of the total related party transactions of the same typeRs. in Lakhs

2011 2010

1. Sale of Goods and Services Southern Tea LLC, USA 25.85 45.60Tetley Clover Pvt. Ltd., Pakistan 19.29 23.64

2. Other Income Tata Sons Ltd. 1.12 –3. Purchase of Goods and Services Amalgamated Plantations Pvt. Ltd. 19286.20 21666.074. Rent Paid Tata Sons Ltd. 21.97 21.96

Amalgamated Plantations Pvt. Ltd. 38.09 –5. Other Expenses (Net) Tata Sons Ltd. 1059.11 473.74

Amalgamated Plantations Pvt. Ltd. 305.36 692.086. Dividend Paid Tata Sons Ltd. 3067.29 2465.267. Investments Redeemed Amalgamated Plantations Pvt. Ltd. 245.48 10414.928. Investments Made Amalgamated Plantations Pvt. Ltd. – 15682.02

The Rising Beverages Company LLC 4578.82 –9. Reimbursement of Expenses Amalgamated Plantations Pvt. Ltd. 131.51 92.7010. Deposits Given Tata Sons Ltd. 25.00 144.0011. Dividend and Interest Received Amalgamated Plantations Pvt. Ltd. 562.15 1301.95

Rallis India Ltd. – 590.77Tata Sons Ltd. 122.85 122.85






LIMITED

11 Consolidated Segment Reportinga) By Business Segments: Rs. in Lakhs

Tea Coffee and

Other Produce

Others Unallocated Total

Sales Revenue from external customers 450815.94 142025.99 5400.31 – 598242.24(438454.13) (133734.53) (6106.38) – (578295.04)

Other segment revenue 1134.49 965.21 52.46 59.83 2211.99 (2771.81) (866.44) (25.98) (133.32) (3797.55)

Total segment revenue 451950.43 142991.20 5452.77 59.83 600454.23 (441225.94) (134600.97) (6132.36) (133.32) (582092.59)

Add: Investment Income – – – 2947.31 2947.31 – – – (3406.47) (3406.47)

Total Revenue 451950.43 142991.20 5452.77 3007.14 603401.54 (441225.94) (134600.97) (6132.36) (3539.79) (585499.06)

Segment result 42294.55 24064.31 (1237.23) – 65121.63 (57390.92) (23969.52) ((1398.94)) – (79961.50)

Add: Investment Income – – – 2947.31 2947.31 – – – (3406.47) (3406.47)

Add: Unallocable (expenditure) net of income – – – (14262.31) (14262.31) – – – ((18089.76)) ((18089.76))

Less: Interest (net) – – – (5306.96) (5306.96) – – – ((2793.01)) ((2 ,793.01))

42294.55 24064.31 (1237.23) (16621.96) 48499.68 (57390.92) (23969.52) ((1398.94)) ((17476.30)) (62485.20)

Exceptional Income/(Expenditure) – – – 951.12 951.12 – – – (1613.08) (1613.08)

Profit before Tax 42294.55 24064.31 (1237.23) (15670.84) 49450.80 (57390.92) (23969.52) ((1398.94)) ((15863.22)) (64098.28)

Provision for Taxation – – – 20246.41 20246.41 – – – (24767.55) (24767.55)

Profit after Taxation before Share of Results of 42294.55 24064.31 (1237.23) (35917.25) 29204.39 Associates and Minority Interests (57390.92) (23969.52) ((1398.94)) ((40630.77)) (39330.73)Share of net Profits of Associates – – – 2024.64 2024.64

– – – (3303.84) (3303.84)

Profit after Taxation before Minority Interests 42294.55 24064.31 (1237.23) (33892.61) 31229.03 (57390.92) (23969.52) ((1398.94)) ((37326.93)) (42634.57)

Segment Assets 363016.52 192459.08 17792.08 – 573267.68 (343236.62) (187637.96) (17845.30) – (548719.88)

Investments – – – 58650.70 58650.70 – – – (51911.32) (51911.32)

Unallocated Assets – – – 144154.18 144154.18 – – – (220527.90) (220527.90)

Total Assets 363016.52 192459.08 17792.08 202804.88 776072.56 (343236.62) (187637.96) (17845.30) (272439.22) (821159.10)



LIMITED

11 Consolidated Segment Reportinga) By Business Segments: Rs. in Lakhs

Tea Coffee and

Other Produce

Others Unallocated Total

Segment Liabilities 99085.08 25582.59 827.35 – 125495.02 (98830.57) (25835.11) (1121.84) – (125787.52)

Unallocated Liabilities – – – 144057.26 144057.26 – – – (217334.28) (217334.28)

Total Liabilities 99085.08 25582.59 827.35 144057.26 269552.28 (98830.57) (25835.11) (1121.84) (217334.28) (343121.80)

Capital Expenditure 8558.61 2380.04 266.04 – (9494.32) (1931.67) (159.60) –

Depreciation and Amortisation 6193.53 3462.91 285.98 – (6353.76) (3633.74) (304.83) –

Amortisation of expenditure on employee separation scheme – – – – (135.62) – – (623.91)

Non-cash expenditure other than depreciation and amortisation 23.74 743.21 61.97 – (1.30) (10.96) (97.48) (21.71)

b) By Geographical Segments:Rs in Lakhs

India UK USA &Canada

Rest of the World

Total

Sales Revenue 177662.36 135779.58 165418.96 119381.34 598242.24 (169809.22) (138337.83) (176852.55) (93295.44) (578295.04)

Segment Assets 128668.07 229269.74 166505.88 48823.99 573267.68 (121973.94) (214040.45) (163805.21) (48900.28) (548719.88)

Purchase of Fixed Assets 3561.43 2668.53 1995.64 2979.08 11204.68 (3141.37) (2848.74) (1454.36) (4141.12) (11585.59)

Notes:

a. Business Segments : The internal business segmentation and the activities encompassed therein are as follows:

Tea : Cultivation & manufacture of black tea and instant tea, tea buying/blending and sale of tea in bulk or value added form.

Coffee and Other Produce : Cultivation of coffee, pepper and other plantation crops and conversion of coffee into value added products such as roast and ground coffee & instant coffee.

Others : Sale of natural mineral water, other minor crops, curing operations of coffee and trading of items required for coffee plantations.

b. Geographical segments : Segmentation is on the basis of the geographical location of the customers.

c. The segment wise revenue, results, assets and liabilities figures relate to the respective amounts directly identifiable to each of the segments. Unallocable expenditure include expenses incurred on common services at the corporate level interest and exceptional items , unallocable income includes income from investments & exceptional items.

d. Pricing of inter segment transfers are based on benchmark market prices.




(Continued)



LIMITED

12

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igat

ion

638.

8267

7.50

336.

9137

1.58

––

––

3416

.88

2798

.31

2472

.52

2060

.22

Amou

nt n

ot re

cogn

ised

as a

n as

set (

limit

in

Para

59(

b) o

f AS

–15)

58.8

340

.53

6.29

––

––

0.45

––

––

Net

Lia

bilit

y71

65.9

112

402.

6812

320.

7892

70.4

354

2.03

163.

2491

8.63

221.

8834

16.8

827

98.3

124

72.5

220

60.2

2

Am

oun

ts r

ecog

nis

ed i

n t

he

Pro

fit

and

Los

s A

ccou

nt

and

ch

arg

ed t

o C

ontr

ibu

tion

to

Pro

vid

ent

Fu

nd

an

d o

ther

Fu

nd

s, W

ork

men

an

d S

taff

W

elfa

re E

xp

ense

s an

d I

nsu

ran

ce a

re a

s fo

llow

s:R

s. i

n L

akh

s

Pen

sion

Gra

tuit

yM

edic

al

2011

20

10

20

09

20

08

2011

20

10

20

09

20

08

2011

20

10

20

09

20

08

Curre

nt S

ervi

ce C

ost

–11

0.01

––

230.

8021

8.52

194.

5915

4.88

114.

1594

.54

64.0

673

.39

Inte

rest

on

oblig

atio

n37

13.6

037

53.1

835

78.1

635

99.4

733

3.62

312.

8026

8.85

232.

1322

9.18

184.

4915

7.77

165.

04Ex

pect

ed R

etur

n on

pla

n as

sets

(387

5.49

)(3

031.

64)

(341

1.31

)(4

139.

36)

(331

.58)

(287

.89)

(270

.23)

(256

.06)

––

––

Net

act

uaria

l los

s/(g

ain)

reco

gnise

d du

ring

th

e ye

ar(3

444.

80)

3578

.13

5521

.47

2581

.78

351.

83(6

2.00

)72

5.15

125.

6838

1.27

134.

3942

8.94

(112

.49)

Oth

er C

redi

ts–

––

(94.

31)

5.19

––

(44.

80)

––

––

Effec

ts o

f the

lim

it in

Par

a 59

(b) o

f AS

–15

18.2

934

.24

6.29

–0.

11–

(0.4

5)0.

45–

––

–To

tal r

ecog

nise

d in

Pro

fit a

nd Lo

ss A

ccou

nt(3

588.

40)

4443

.92

5694

.61

1947

.58

589.

9718

1.43

917.

9121

2.28

724.

6041

3.42

650.

7712

5.94

Schedule 24 (continued)


LIMITEDR

econ

cili

atio

n o

f op

enin

g a

nd

clo

sin

g b

alan

ces

of t

he

pre

sen

t va

lue

of t

he

obli

gat

ion

s:R

s. i

n L

ak

hs

Pen

sion

Gra

tuit

yM

edic

al

2011

20

10

20

09

20

08

2011

20

10

20

09

20

08

2011

20

10

20

09

20

08

Ope

ning

defi

ned

bene

fit o

blig

atio

n63

990.

7353

697.

6163

736.

8571

636.

6042

17.9

341

16.0

834

05.0

258

96.7

827

98.3

124

72.5

220

60.2

219

83.2

3Cu

rrent

Ser

vice

Cos

t–

110.

01–

–23

0.80

218.

5219

4.59

154.

8811

4.15

94.5

464

.06

73.3

9In

tere

st C

ost

3713

.60

3753

.18

3578

.16

3599

.47

333.

6231

2.80

268.

8523

2.13

229.

1818

4.49

157.

7716

5.04

Actu

aria

l los

s/(g

ain)

(366

2.53

)14

014.

52(5

968.

94)

(288

2.26

)39

6.42

35.9

869

3.58

205.

5338

1.27

134.

3942

8.94

(112

.49)

Past

Ser

vice

cos

t–

––

–5.

19–

––

––

––

Liab

ilitie

s ext

ingu

ished

on

sett

lem

ents

––

(159

.85)

(454

.28)

18.4

7–

––

––

––

Liab

ilitie

s ass

umed

on

Acqu

isitio

n/ (s

ettle

d

on D

ives

titur

e) e

tc.

––

–(4

29.0

4)29

.76

––

(279

1.32)

––

(165

.59)

–Ex

chan

ge R

ate

Varia

tion

3308

.88

(488

5.59

)(5

361.

22)

(490

9.52

)–

––

––

––

–Be

nefit

Pai

d (1

868.

11)

(269

9.00

)(2

127.

39)

(282

4.12

)(5

43.3

7)(4

65.4

5)(4

45.9

6)(2

92.9

8)(1

06.0

4)(8

7.63

)(7

2.88

)(4

8.95

)Cl

osin

g de

fined

ben

efit o

blig

atio

n65

482.

5763

990.

7353

697.

6163

736.

8546

88.8

242

17.9

341

16.0

834

05.0

234

16.8

727

98.3

124

72.5

220

60.2

2

Rec

onci

liat

ion

of

open

ing

an

d c

losi

ng

bal

ance

s of

th

e fa

ir v

alu

e of

pla

n a

sset

s:R

s. i

n L

ak

hs

Pen

sion

Gra

tuit

y

20

11

20

10

20

09

20

08

20

11

20

10

20

09

20

08

Ope

ning

fair

valu

e of

pla

n as

sets

5162

8.57

4138

3.12

5446

6.42

6115

8.88

4054

.69

3197

.45

3183

.59

5727

.95

Expe

cted

Ret

urn

on p

lan

asse

ts38

75.4

930

31.6

434

11.3

141

39.3

633

1.58

287.

8927

0.23

256.

06Ac

tuar

ial g

ain/

(loss

)(2

17.7

3)10

436.

39(1

1490

.41)

(546

4.04

)46

.75

97.9

8(3

1.57

)79

.85

Asse

t dist

ribut

ed o

n se

ttle

men

t–

–(1

59.8

5)(4

54.2

8)–

––

–Tr

ansf

erre

d to

Act

ive

staff

DC

Acco

unt O

peni

ng B

alan

ce–

(223

.08)

––

––

––

Cont

ribut

ion/

(With

draw

al) b

y em

ploy

er21

15.9

033

51.6

818

34.2

720

50.5

620

8.90

936.

8222

1.16

204.

03As

sets

acq

uire

d on

Acq

uisit

ion/

(set

tled

on D

ives

titur

e)–

––

–48

.23

––

(279

1.32)

Exch

ange

Rat

e Va

riatio

n27

73.1

3(3

700.

79)

(458

4.41

)(4

171.

57)

––

––

Bene

fits P

aid

(179

9.87

)(2

650.

38)

(209

4.21

)(2

792.

49)

(543

.68)

(465

.45)

(445

.96)

(292

.98)

Clos

ing

Fair

valu

e of

pla

n as

sets

5837

5.49

5162

8.58

4138

3.12

5446

6.42

4146

.47

4054

.69

3197

.45

3183

.59

Actu

al R

etur

n on

pla

n as

sets

3657

.76

1346

8.03

(807

9.10

)(1

324.

68)

378.

3338

5.87

238.

6633

5.91

Maj

or C

ateg

orie

s of

Pla

n A

sset

s as

a p

erce

nta

ge

of f

air

valu

e of

th

e to

tal

pla

n a

sset

s:2

01

1 %2

01

0 %2

00

9 %2

00

8 %

Gov

ernm

ent o

f Ind

ia S

ecur

ities

10

01

Equi

ty41

4337

38Bo

nds

4038

4134

Insu

ranc

e m

anag

ed F

unds

89

1014

Prop

erty

99

1012

Oth

ers

11

21

Tota

l10

010

010

010

0






LIMITED

Effect of increase/decrease of one percentage point in the assumed medical inflation rates:Rs. in Lakhs

Increase Decrease

2011 2010 2009 2008 2011 2010 2009 2008

Effect on aggregate of interest cost and current service cost 102.37 84.44 23.90 22.87 (109.33) (91.26) (61.12) (30.49)Effect on defined benefit obligation 224.20 190.93 179.15 155.63 (205.69) (175.16) (162.87) (141.48)

Principal actuarial assumptions used:2011 2010 2009 2008

Discount rates 8%/5.65% 8%/5.65% 6.90%7.30%/7.95%/8.00% 6.40%/7.50%/8.10%/ 8.20%

Expected rate of return on plan assets 7.50%/9.40% 7.50%/9.40% 7.50%/9.40% 7.50%/8.00%/9.35%Expected salary increase rates 4.00%/5.00% based on

employee category4.00%/5.00% based on employee category

4.00%/5.00%/7.00% based on employee category

4.00%/5.00%/7.00% based on employee category

Medical inflation rate 8.00% 8.00% 8.00% 8.00%Mortality rates LIC 1994-96 mortality

tables/other approved norms for overseas schemes

LIC 1994-96 mortality tables/ other approved norms for overseas schemes

LIC 1994-96 mortality tables/ other approved norms for overseas schemes

LIC 1994-96 mortality tables/other approved norms for overseas schemes

The estimates of future salary increases considered in the actuarial valuation takes into account factors like inflation, future salary increases, supply and demand in the employment market, etc. The expected return on plan assets is based on actuarial expectation of the average long-term rate of return expected on investments of the Funds during the estimated term of the obligations.

The contribution expected to be made by the Group for the year ending 31 March 2012 is not readily ascertainable.

13 Unless otherwise stated, figures in brackets relate to the previous year and have been rearranged/regrouped, wherever necessary.


J M GandhiMembership No.: 37924Partner

Mumbai, 24 May 2011


Partha MitraMembership No.: 50553 Partner






LIMITED



Consolidated Cash Flow Statement

Rs. in Lakhs

2011 2010

A Cash flow from operating activities

Net Profit before Tax 49450.80 64098.28Adjusted for:Depreciation and amortisation (net of withdrawals from Revaluation Reserve) 9944.46 10292.33Investment Income (2903.61) (3382.09)Profit on sale of current investments (net) (43.70) (24.38)Unrealised foreign exchange loss 78.83 67.66Interest expense 11970.29 14907.86Interest income (6663.33) (12114.85)Provision for doubtful debts and advances 296.94 114.21Liabilities no longer required written back (565.28) (2262.15)Debts and advances written off 1.37 38.09Provision for doubtful debts and advances no longerrequired written back (36.61) (20.85)Loss on sale/discard of fixed assets (net) 127.28 283.11Exceptional Income (net) (951.12) (1613.08)Operating Profit before working capital changes 11255.52 6285.86Adjustments for:Trade and other receivables (13984.99) (7595.30)Inventories (14767.04) (15664.57)Trade payables 2351.32 8377.20

(26400.71) (14882.67)Cash generated from operations 34305.61 55501.47Employee Seperation and reorganisational costs/funding of pension (5507.86) (6014.26)Direct taxes paid (23485.35) (35526.40)

(28993.21) (41540.66)Net cash from operating activities 5312.40 13960.81

B Cash flow from investing activities

Amount received from Amalgamated Plantations Private Limited – 14123.00Purchase of fixed assets (10127.13) (8996.43)Sale of fixed assets 1584.54 138.64Purchase of long-term investments (14278.72) (5000.50)Sale of long-term investments 5859.74 37792.75Investments in Subsidiaries (1498.00) (14016.94)(Purchase)/sale of current investments (net) 8884.64 (13284.99)Investment income (Refer Note 3) 3084.02 3300.06Interest received 7024.30 12829.76Inter-corporate loans and deposits (net) 652.89 122115.14Net cash from investing activities 1186.28 149000.49


LIMITED

Rs. in Lakhs

2011 2010

C Cash flow from financing activities

Redemption of Debentures (33395.15) (15000.00)Proceeds from issuance of Debentures 32500.00 (2550.00)Debenture/share issue expenses (13.99) –Proceeds from long-term borrowings 20.71 1367.18Repayment of long-term borrowings (75063.85) (23845.25)Working capital facilities (net) 1377.33 (5984.90)Dividend paid (17032.50) (11820.57)Dividend tax paid (2305.09) (1505.29)Interest paid (13110.65) (16395.83)Net cash used in financing activities (107023.19) (75734.66)Net increase/(decrease) in Cash and Cash Equivalents (100524.51) 87226.64

D Cash and cash equivalents

Opening Balance 190382.99 108915.08Exchange gain/(loss) on translation of foreign currency cash/cash equivalents 9872.61 (5758.73)Closing Balance 99731.09 190382.99

Notes:

1. The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in the Accounting Standard on "Cash Flow Statements (AS-3)" issued by Companies (Accounting Standards) Rules, 2006.

2. Previous year’s figures have been rearranged/regrouped wherever necessary.3. Investment income includes dividend income Rs. 1890.45 Lakhs (Rs 2341.10 Lakhs) and interest income Rs.1193.57 Lakhs (Rs. 958.96 Lakhs)

This is the Cash Flow Statement referred to in our Report of even date.



Mumbai, 24 May 2011



R N TataChairman






LIMITED



Subsidiary Companies’ Financial Highlights

Rs

in L

akh

s

Item

sE

xch

ang

e ra

te u

sed

fo

r co

nve

rsio

n:

Com

pan

ies

Rep

orti

ng

C

urr

ency

Cap

ital

Res

erve

sTot

al

Ass

ets

Tot

al

Lia

bili

ties

Turn

over

Pro

fit

befo

re

tax

atio

n

Pro

visi

on

for

Tax

atio

n

Pro

fit

afte

r ta

xat

ion

Pro

pos

ed

Div

iden

d

Inve

stm

ents

(o

ther

th

an

subs

idia

ries

an

d h

old

ing

co

mp

any

)

Ave

rag

e y

earl

y

rate

s fo

r P

&L

it

ems

Yea

r en

d

rate

s fo

r B

alan

ce

Sh

eet

item

s

Tata

Glo

bal B

ever

ages

Gr

oup

Ltd.

Poun

d St

erlin

g16

8518

.22

1841

2.09

5553

16.8

936

8386

.59

-(8

460.

27)

2270

.22

(619

0.04

)-

- 7

0.53

7

1.69

Tata

Glo

bal B

ever

ages

Ho

ldin

gs L

td.

Poun

d St

erlin

g-

1143

62.9

913

5857

.62

2149

4.63

--

--

--

70.

53

71.

69

Tata

Glo

bal B

ever

ages

Se

rvice

s Ltd

.Po

und

Ster

ling

114.

7024

7635

.57

3493

97.4

210

1647

.15

1941

9.26

(194

9.33

)(1

67.1

5)(2

116.

48)

--

70.

53

71.

69

Tata

Glo

bal B

ever

ages

GB

Ltd.

Poun

d St

erlin

g-

1201

51.7

119

4313

.35

7416

1.64

1336

22.3

020

088.

55(5

874.

09)

1421

4.46

--

70.

53

71.

69

Tata

Glo

bal B

ever

ages

O

vers

eas H

oldi

ngs L

td.

Poun

d St

erlin

g-

3007

.27

4625

4.60

4324

7.33

282.

1017

0.67

(296

.91)

(126

.24)

--

70.

53

71.

69

Tata

Glo

bal B

ever

ages

O

vers

eas L

td.

Poun

d St

erlin

g-

(17.

20)

4999

.45

5016

.66

323.

01(9

95.8

2)25

4.60

(741

.23)

--

70.

53

71.

69

Lyon

s Tet

ley

Limte

d (D

orm

ant)

Poun

d St

erlin

g14

.34

-14

.34

--

--

--

- 7

0.53

7

1.69

Tata

Glo

bal B

ever

ages

US

Hold

ings

Inc

US D

olla

rs91

20.0

110

921.

0132

509.

7512

468.

73-

(162

.62)

-(1

62.6

2)-

- 4

5.55

4

4.59

Tetle

y US

A In

cUS

Dol

lars

6086

7.27

(480

11.0

5)15

558.

3827

02.1

612

304.

12(2

43.7

0)29

2.45

(536

.15)

--

45.

55

44.

59

Tata

Glo

bal B

ever

ages

Ca

nada

Inc

Cana

dian

Do

llars

691.

7433

90.8

911

779.

8276

97.1

935

056.

5210

23.4

631

6.90

706.

56-

- 4

4.63

4

6.12

Tata

Glo

bal B

ever

ages

Au

stra

lia P

ty L

td.

Aust

ralia

n Do

llars

1291

.33

(218

6.72

)50

17.0

159

12.4

011

534.

40(1

090.

37)

324.

18(7

66.2

0)-

- 4

2.72

4

6.12

Stan

sand

Ltd

. (Dor

man

t)Po

und

Ster

ling

3.58

-3.

58-

--

--

--

70.

53

71.

69

Stan

sand

Bro

kers

Ltd

. (D

orm

ant)

Poun

d St

erlin

g22

.72

-22

.72

--

--

--

- 7

0.53

7

1.69

Stan

sand

(Afri

ca) L

td.

Keny

an S

hillin

g 2.

7644

9.31

2783

.39

2331

.32

1915

5.82

321.

53(1

05.6

3)21

5.89

147.

60-

0.5

9 0

.55

Stan

sand

(Cen

tral A

frica

) Lt

d.M

alaw

i Kw

acha

0.06

38.9

611

10.9

910

71.9

753

81.3

138

.35

(11.

65)

26.7

0-

- 0

.30

0.3

0

Tata

Glo

bal B

ever

ages

Po

lska

Sp. z

o. o

Polis

h Zl

oty

2995

.06

(352

8.85

)66

27.4

271

61.2

113

831.

05(9

15.2

3)(0

.60)

(915

.83)

--

15.

09

15.

79

Dras

singt

on L

td.

Poun

d St

erlin

g14

02.2

0(1

508.

29)

21.5

112

7.60

--

--

--

70.

53

71.

69

Good

Ear

th C

orpo

ratio

nUS

Dol

lars

-(1

90.8

5)-

190.

8568

.33

(150

.32)

-(1

50.3

2)-

- 4

5.55

4

4.59

Go

od E

arth

Teas

Inc.

US D

olla

rs40

.13

(327

3.81

)23

92.2

656

25.9

358

65.3

1(3

556.

72)

-(3

556.

72)

--

45.

55

44.

59

Teap

igs L

td.

Poun

d St

erlin

g71

6.87

(290

.33)

892.

5046

5.97

1980

.36

117.

78(3

2.44

)85

.34

--

70.

53

71.

69

Tata

Glo

bal B

ever

ages

Cz

ech

Repu

blic

a.sCz

ech

Kron

a60

01.8

4(5

074.

63)

9615

.47

8688

.26

69.5

8(1

302.

49)

(84.

31)

(138

6.81

)-

- 2

.41

2.5

9

Tata

Glo

bal B

ever

ages

(GB)

In

vest

men

t Ltd

.Po

und

Ster

ling

1675

66.9

314

0280

.71

3102

58.4

724

10.8

3-

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LIMITED


Ten-year summary

Rs. in Lakhs

2010-11 2009-10 2008-09 2007-08 2006-07 2005-06 2004-05 2003-04 2002-03 2001-02

Total Income 191429 183684 152464 126329 114611 104017 95024 83845 80684 81606Profit before Tax 23038 49543 22906 38586 34977 23052 16215 12023 10010 8581Tax 4979 10396 7000 7300 4320 4359 3323 2870 2950 1385Profit after Tax 18059 39147 15906 31286 30657 18693 12892 9153 7060 7196Dividend payout 14154@ 14313@ 12533@ 25322@ 10852@ 7693@ 6410@ 5403@ 4439@ 3935Equity Capital 6184 6184 6184 6184 5903 5622 5622 5622 5622 5622Share Warrants - - - - 2183 - - - - - Reserves & Surplus 199461 201600 173748 174221 148469 110505## 99275 91903$ 92241 91177#Shareholders’ Funds 205645 207784 179932 180405 156555 116127 104897 97525 97863 96799Borrowings 50547 49966 75500 75751 79700 24136 19137 19736 22539 21424Capital Employed 256192 257750 255432 256156 236255 140263 124035 117261 120401 118222Net Block 11505 11136 10396 9810 24658 25031 30269 31288 33263 34081Contribution to Exchequer 7202 11999 8045 8270 5358 5654 5719 4456 3833 3498Payments relating to Employees 9478 9503 9175 7183 17915 17631 21892 21694 23368 24360No. of Employees 2373 2419 2422 2510 34506 34596 51929 55665 56099 57736Book value per Share (Rs.) * 32.90 % 332.47 287.43 288.19 261.51 202.67 182.69 169.58 170.18 168.29 Earnings per Share (Rs.) 2.92 % 63.3 25.72 50.79** 53.56** 33.25 22.93 16.28 12.56 12.80Dividend per Share (Rs.) 2.00 % 20.00 17.50 35.00& 15.00 12.00 10.00 8.50 7.00 7.00Total Debt to Equity * 0.25 0.24 0.42 0.43 0.52 0.21 0.19 0.21 0.24 0.23

CONSOLIDATED FINANCIAL HIGHLIGHTSTotal Income 603402 585499 490730 437597 410323 315112 307673 309948 296778^ 307133Profit before Tax 49451 64098 125631 205928 56561 41840 31372 28771 17891^ 12665Net Profit 25433 39030.13 70054.64 154255 44335 29915 21547 19643 8254^ 9867Book value per Share (Rs.) * 63.37 % 596.35 580.94 557.34 359.96 275.27 266.26 234.97 207.20 188.28Basic Earnings per Share (Rs.) 4.11 % 63.11 113.28 250.41** 77.46** 53.21 38.33 34.95 14.68^ 17.55Total Debt to Equity * 0.21 0.38 0.53 0.59 1.67 1.03 1.02 1.28 1.42 1.53 @ Includes Tax on Dividend

& Includes one time special dividend of Rs. 20 per share.

* Computation excludes Revaluation Reserves.

** On the average Share capital for the year/period.

# After deduction of Rs. 3434 Lakhs being the deferred tax liability of previous years, and inclusive of Rs. 7276.07 Lakhs credited pursuant to a scheme of amalgamation.

## Inclusive of Rs 288.47 Lakhs credited pursuant to a scheme of amalgamation.

$ After deduction of Rs. 4100 Lakhs of Miscellaneous Expenditure to the extent not written off or adjusted, pursuant to the order of the Hon’ble High Court of Kolkata.

^ As the accounting period of Tata Tea GB Ltd, UK based subsidiary, was for a period of thirteen months, figures have been restated for a twelve months period.

% Computation based on revised face value of shares.


LIMITED

Notice

Notice is hereby given that the Forty-Eighth Annual General Meeting of the Members of Tata Global Beverages Limited (formerly Tata Tea Limited) will be held at The Oberoi Grand, 15 Jawaharlal Nehru Road, Kolkata – 700 013 on Tuesday, 30 August 2011, at 10.30 a.m. to transact the following businesses:

Ordinary business:1. To receive and adopt the profit and loss account for the year ended 31 March 2011 and the balance sheet as at that date together with the reports of

the Directors and auditors thereon.

2. To declare a dividend.

3. To appoint a Director in place of Mr R K Krishna Kumar who retires by rotation and is eligible for reappointment.

4. To appoint a Director in place of Mr A R Gandhi who retires by rotation and is eligible for reappointment.

5. To appoint a Director in place of Mr J S Bilimoria who retires by rotation and is eligible for reappointment.

6. To appoint a Director in place of Mrs Mallika Srinivasan who retires by rotation and is eligible for reappointment.

7. To appoint auditors and fix their remuneration.

Special business:8. Reappointment and remuneration of Managing Director To consider and if thought fit to pass, with or without modification, the following resolution as an ordinary resolution:

“RESOLVED that subject to the approval of Central Government and in accordance with the provisions of Sections 269, 309 and 311 and other applicable provisions, if any, read with Schedule XIII of the Companies Act, 1956, the Company hereby approves the reappointment of and remuneration payable to Mr P T Siganporia who was reappointed by the Board of Directors as Managing Director of the Company for a period of one year with effect from 1 July 2011, upon the terms and conditions set out in the draft agreement between the Company and Mr. Siganporia, submitted to this meeting and for the purpose of identification initialled by a Director which agreement is hereby specifically approved with liberty to the Board of Directors to alter and vary the terms and conditions of the said appointment and remuneration in such manner and to such extent as may be agreed between the Board of Directors and Mr. Siganporia so as not to exceed the limits set out in Schedule XIII of the Companies Act, 1956 including any amendments thereto”.

9. Approval of payment of remuneration to Mr P T Siganporia during 1.7.2011 to 30.6.2012 by an overseas subsidiary of the Company

To consider and if thought fit to pass, with or without modification, the following resolution as a special resolution:

“RESOLVED that pursuant to the provisions of Section 314 and other applicable provisions, if any, of the Companies Act, 1956, the Company hereby consents to Mr. P T Siganporia, Managing Director of the Company holding and continuing to hold an office or place of profit under an overseas subsidiary of the Company, namely Tata Global Beverages Group Limited (formerly Tata Tea (GB) Ltd) from 1 July 2011 to 30 June 2012 as a Director on a basic salary in the region of £200,000 to £400,000 per annum as reduced by the remuneration payable to Mr. Siganporia by Tata Global Beverages Limited in accordance with resolution at item no 8 above plus perquisites, allowances, bonuses, benefits, amenities and facilities as set out in the explanatory statement annexed hereto as are applicable to an employee in his grade with such increases in salary, perquisites, allowances, bonuses, benefits, amenities and facilities as may be decided by the Board of Directors of Tata Global Beverages Group Limited, UK (formerly Tata Tea (GB) Ltd) from time to time.”


LIMITED

10. Borrowing powers To consider and if thought fit to pass, with or without modification, the following resolution as an ordinary resolution:

“RESOLVED that in supersession of the resolution passed by the Members of the Company at the Annual General Meeting held on 17.9.1999 and pursuant to the provisions of Section 293 (1)(d) of the Companies Act, 1956, and pursuant to the provisions of the Articles of Association of the Company, the consent of the Company be and is hereby accorded to the Board of Directors of the Company to borrow from time to time, any sum or sums of money for the purpose of Company’s business which together with the monies already borrowed by the Company (apart from temporary loans obtained or to be obtained from the Company’s bankers in the ordinary course of business) may exceed the aggregate of the paid-up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose, provided that the aggregate of the monies borrowed by the Board and outstanding at any time does not exceed Rs. 1,200 crores or the aggregate of paid-up share capital of the Company and its free reserves, whichever is higher.”

11. Creation of mortgage/charge To consider and if thought fit to pass, with or without modification, the following resolution as an ordinary resolution:

“RESOLVED that the consent of the Company be and is hereby given in terms of Section 293(1)(a) of the Companies Act, 1956, and other applicable provisions, if any, to the creation by the Board of Directors of the Company of such mortgages, charges and hypothecations in addition to the existing mortgages, charges and hypothecations created by the Company as the Board may direct, on such assets of the Company, both present and future, in such manner as the Board may direct, together with power to takeover the management/undertaking of the Company in certain events to or in favour of all or any of the financial institutions, investment institutions and their subsidiaries, Export Import Bank of India, Army Group Insurance Fund, Naval Group Insurance Fund, public sector banks, private sector banks, mutual funds, any other bodies corporate and any other lenders (hereinafter collectively referred to as ‘the lending agencies’) and/or Trustees for the holders of debentures/bonds/other instruments to secure borrowings of the Company by way of loans/issue of debentures/bonds/other instruments which may be issued on a pari passu basis or otherwise not exceeding Rs. 1,200 crores which have been/are proposed to be obtained from or privately placed with the lending agencies together with interest thereon at the agreed rates, further interest, liquidated damages, premium on prepayment or on redemption, costs, charges, expenses and all other monies payable by the Company to the Trustees under the trust deeds and/or to the lending agencies under the respective agreements/loan agreements/debenture trust deeds entered into/to be entered into by the Company in respect of the said borrowings.”

“ RESOLVED further that the Board of Directors of the Company be and is hereby authorised to finalise with the lending agencies/trustees or any of them, the documents for creating the mortgages/charges/hypothecations and to accept or make any alterations/changes/variations to or in the terms and conditions and to do all such acts, deeds, matters and things and to execute all such documents and writings as it may consider necessary for the purpose of giving effect to this resolution.”

The Register of Members shall remain closed from 12 August 2011 to 30 August 2011, both days inclusive.

By order of the Board Registered Office:1 Bishop Lefroy RoadKolkata – 700 020 (V MADAN)Date: 28 July 2011 Vice-President and Secretary

NoticeContinued


LIMITED

notes:1. The relative Explanatory Statement pursuant to Section 173 of the Companies Act, 1956 in respect of Special Business is annexed hereto. Information

under Clause 49(VIA) of the Listing Agreement relating to Directors proposed to be reappointed is provided in Annexure to this Notice.

2. The dividend that may be declared by the Company will be paid on or after 31 August 2011, to those members of the Company holding shares in physical form whose names appear on the Register of Members as at 12 August 2011. In respect of shares held in electronic form, the dividend will be paid to the beneficial owners of the shares as at beginning of 12 August 2011 as per details that may be provided by the Depositories for this purpose.

3. A Member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead and a proxy need not be a Member of the Company. Proxies, in order to be effective, must be received at the Company’s registered office not less than 48 hours before the meeting. Proxies submitted on behalf of limited companies, societies, partnership firms, etc. must be accompanied by appropriate resolution/authority as applicable, issued on behalf of the nominating organisation.

4. Shareholders are requested to immediately notify their bank particulars giving the name of the bank and the branch, 9 digit MICR number, the nature of account and their Core Banking Solutions account number (CBS a/c no.) to the Company’s Registrar and Share Transfer Agent, TSR Darashaw Limited, in respect of shares held in physical form and to their depository participant in the case of shares held in electronic form. Shareholders may note that the bank details registered against their account in physical form will not be applicable to their electronic account and vice versa. It is in the interest of the shareholders to register their bank details against their account and avail of NECS (National Electronic Clearing Service) facility being extended by the Company for receiving dividend payment. The shareholders may please note that under instructions from the Securities and Exchange Board of India, furnishing of bank particulars by the shareholders has become mandatory.

5. Pursuant to Section 205C of the Companies Act, 1956 all unclaimed/unpaid dividends, debenture interests and interest on deposits as well as principal amount of deposits upto 31.3.2011 remaining unpaid or unclaimed for a period of 7 years from the date they became due for payment, have been transferred to the Investors Education & Protection Fund (IEPF) established by the Central Government. Shareholders/debenture holders/depositors may kindly note that the Company is statutorily required to transfer to IEPF all unclaimed/unpaid dividend, debenture interest and principal and interest on deposits remaining unpaid/unclaimed for a period of seven years from the date they became due for payment and once such amounts are transferred to IEPF, no claim of the shareholder/debenture holder/depositor shall lie against the Company or the IEPF. For the information of shareholders it is hereby notified that the following dividend/interest amounts will be due for transfer to IEPF during the financial year 2011/12:

a) Dividend paid on 10 September 2004 in respect of the financial year 2003/2004

b) Interest on fixed deposits paid during 1.4.2004 to 31.3.2005

c) Principal amounts on maturity of deposits due during 1.4.2004 to 31.3.2005

Shareholders/debenture holders/depositors who have not yet encashed their dividend warrants/interest warrants or have not claimed the principal amount of deposit by submitting the discharged fixed deposit receipts are requested to do so immediately. Further details relating to such transfers to IEPF have been given in paragraph 11 of the corporate governance report.

6. Shareholders holding shares in electronic form are hereby informed that bank particulars registered against their respective depository accounts will be used by the Company for printing on the face of the dividend warrants. For the safety and interest of shareholders, it is important that bank account details are correctly provided to the depository participants. The Company or its registrars cannot act on any request received directly from the shareholders holding shares in electronic form for any change of bank particulars or bank mandate. Such changes are to be advised only to the depository participant of the shareholders. The bank mandate, if any, for shares held in physical form cannot be applied for shares held in electronic form.

7. Shareholders holding shares in physical form are requested to advise any change of address immediately to the Company’s Registrar and Share Transfer Agents, TSR Darashaw Ltd. Shareholders holding shares in electronic form must advise their respective depository participants about any change in address and not to the Company or the registrars.

140(formerly Tata Tea Limited)LIMITED

Pursuant to Section 173(2) of the Companies Act, 1956

Explanatory statement

Item nos. 8 and 9At a meeting of the Board of Directors of the Company held on 24 May 2011 the Board decided to reappoint Mr P T Siganporia as Managing Director of the Company for a period of one year from 1 July 2011 subject to approval of the shareholders and of the Central Government.

As the shareholders are aware, Mr P T Siganporia is based in London as he also spends considerable time and energy in overseeing the operations of the subsidiaries including those located abroad. In addition to his responsibilities as Managing Director of the Company, he is responsible for global manufacturing operations as well as buying and blending, supply chain and related activities as well as supervision of some business regions. Accordingly his remuneration with effect from 1 July 2011 till 30 June 2012 will be paid in the UK by Tata Global Beverages Group Limited, UK (formerly Tata Tea (GB) Ltd, UK) which is a subsidiary of your Company.

As regards Mr Siganporia’s reappointment as Managing Director of the Company, approval of the Central Government is required because Mr Siganporia will not satisfy the condition prescribed in Schedule XIII of the Companies Act, 1956 relating to residence in India. Upon reappointment of Mr Siganporia as Managing Director with effect from 1 July 2011 he will receive from the Company a portion of his remuneration as set out below and will also receive remuneration from Tata Global Beverages Group Limited, UK.

By an abstract dated 10 June 2011 the shareholders were informed about the reappointment and the revision in Managing Director’s remuneration and approval of shareholders is now sought for the reappointment and remuneration payable to Mr Siganporia. Further Section 314 of the Companies Act, requires that except with the consent of the shareholders of the Company accorded by a special resolution no Director of a company can hold any office or place of profit under any subsidiary of the Company. Approval of the shareholders is therefore sought for the remuneration payable to Mr Siganporia by an overseas subsidiary company in terms of requirements of Section 314 of the Companies Act, 1956 for the period 1 July 2011 to 30 June 2012. Resolutions at item numbers 8 and 9 are intended for this purpose.

Mr Siganporia is a graduate in Science and holds a postgraduate diploma in business management. He has been associated with the tea industry for over 37 years.

Remuneration payable by the Company to Mr Siganporia will comprise of:

a) Salary – Rs. 493,970 per month in the scale of Rs. 400,000 to Rs. 600,000 with liberty to the Board to decide about the quantum of annual increment which will be effective from 1 April every year based on the recommendation of the Remuneration committee.

Company will contribute to provident fund, superannuation and gratuity funds to the extent these either singly or together are not taxable under the Income Tax act. Gratuity payable and encashment of leave at the end of the tenure shall not be included in the computation of limits for remuneration or perquisites as aforesaid.

b) The Managing Director shall not be entitled to any perquisites or allowances or incentive remuneration or commission from the Company.

c) Minimum remuneration – notwithstanding anything herein, where in any financial year, during the currency of the tenure of the appointee, the Company has no profits or its profits are inadequate, the Company will pay remuneration to Mr Siganporia as specified above.

Mr Siganporia will be entitled to leave according to Company’s leave rules applicable to the Managing Director.

The agreement between the Company and Mr Siganporia may be terminated by either party by giving six months’ notice from either side or the Company paying six months’ remuneration in lieu thereof.

Other terms of appointment: i) The Managing Director (MD) shall not become interested or otherwise concerned directly or through his spouse and/or children in any selling

agency of the Company.


LIMITED

ii) The employment of the MD may be terminated by the Company without notice or payment in lieu of notice:

a) if the MD is found guilty of any gross negligence, default or misconduct in connection with or affecting the business of the Company or of any subsidiary or associate company to which he is required by the agreement to render services or

b) in the event of any serious or continuing breach (after prior warning) or non-observance by the MD of any of the stipulations contained in the agreement to be executed between the Company and the MD or

c) in the event the Board expresses its loss of confidence in the MD.

iii) Upon the termination of the employment of MD by whatever means:

a) The MD shall immediately tender his resignation as a Director of the Company from such other offices held by him in the Company, in any subsidiary or associate company and other entities without claim for any compensation for loss of office, and

b) The MD shall not, without the consent of the Company, at any time thereafter, represent himself as connected with the Company or any of its subsidiaries or associate companies.

iv) If at any time Mr Siganporia ceases to be a Director of the Company he will forthwith, cease to be the MD of the Company.

v) If at any time Mr Siganporia ceases to be in the employment of the Company for any cause whatsoever, he shall also cease to be a Director of the Company.

vi) The MD is being appointed by virtue of his employment in the Company and his appointment is subject to the provisions of Section 283(1) (l) of the Companies Act, 1956.

vii) The terms and conditions of the appointment of MD also includes clauses pertaining to adherence to the Tata Code of Conduct, no conflict of interest with the Company and maintenance of confidentiality.

The draft agreement between the Company and Mr Siganporia is available for inspection by the Members of the Company at the registered office of the Company on any working day upto the day preceding the date of the Annual General Meeting except Saturdays and Sundays between 10 a.m. and 12 noon and will also be available at the meeting.

Mr Siganporia as a Director of Tata Global Beverages Group Limited, UK will be receiving with effect from 1 April 2011 a basic salary in the scale of £200,000 to £400,000 plus perquisites, allowances, bonuses, benefits, amenities and facilities including bonus as may be approved by the Board of Tata Global Beverages Group Limited, UK. Mr Siganporia will also be eligible to receive annual increments and increases in perquisites, allowances, bonuses, benefits, amenities and facilities as and when these are revised upwards by Tata Global Beverages Group Limited, UK. The exact amount of remuneration payable by Tata Global Beverages Group Limited, UK to Mr Siganporia in the UK will be determined by the Board of Tata Global Beverages Group Limited, UK and will be reduced by the amount of remuneration paid/payable to him in India by the Company.

Mr Siganporia has filed with the Company Form DD A. Further details about his qualifications, years of experience, other directorships etc have been given in the annexure to the notice.

This may be treated as an abstract of the terms and conditions of reappointment of Mr Siganporia as required under Section 302 of the Companies Act, 1956.

The resolutions set out in Items 8 and 9 of the notice are to be considered accordingly and your Directors commend the same for acceptance.

No Director of the Company other than Mr Siganporia is concerned or interested in these resolutions.


LIMITED

Item no. 10Borrowing powersIn terms of Section 293(1)(d) of the Companies Act, 1956 and Article 70 of the Articles of Association of the Company consent of the Company in General Meeting is required for the Board of Directors of the Company (“the Board”) to borrow monies for the purpose of the business of the Company, when the monies to be borrowed together with the monies already borrowed by the Company (apart from temporary loans obtained from the Company’s bankers) will exceed the aggregate of the paid up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose.

At the Annual General Meeting of the members of the Company held on 17.9.1999 the members had authorised the Board of Directors to borrow for the purpose of business of the Company up to a limit of Rs. 800 crores.

Keeping in view that the Company’s growth and diversification plans which when implemented would entail further borrowings by the Company, it is desirable to increase the Company’s borrowing powers from the existing limit of Rs. 800 crores to Rs. 1,200 crores.

The resolution set out in Item No 10 of the Notice seeks members’ approval to enhance such borrowing limit to Rs. 1,200 crores or the aggregate of the paid up capital and free reserves, whichever is higher.

Your Directors commend the acceptance of this resolution by the Members.

No Director of the Company is concerned or interested in the resolution.

Item no. 11Creation of mortgage/chargeTo meet the long-term funding requirement of the Company from time to time, the Company is required to borrow monies from various lending agencies. The Company also borrows through issue of debentures/bonds/other instruments on a pari passu basis or otherwise. As security for these borrowings/issue of debentures or bonds/other instruments, the Company is required to create mortgages and/or charges on certain movable and immovable properties of the Company as may be required under the terms of the borrowings/issue of debentures or bonds/other instruments.

In terms of Section 293(1)(a) of the Companies Act, 1956, it is necessary for the Company to obtain approval of the members before creation of the mortgage/charge/hypothecation in favour of the lending agencies/debenture trustees as one of the conditions of such borrowings may provide a right to the lending agency to take over the management/undertaking of the Company in certain events.

It is, therefore, proposed to obtain approval of the shareholders for creating such mortgages/charges/hypothecations on the movable and immovable properties of the Company up to Rs. 1,200 crores in favour of the lending agencies/debenture trustees as set out in resolution at item No 11 of the annexed notice.

Your Directors commend passing of this resolution by the Members.

No Director of the Company is concerned or interested in the resolution.

By order of the Board Registered Office:1 Bishop Lefroy RoadKolkata – 700 020 (V MADAN)Date: 28 July 2011 Vice-President and Secretary

Continued

Explanatory statement


LIMITED

Particulars of Directors seeking appointment/reappointment

Name of Director Mr R K Krishna Kumar Mr A R Gandhi Mr J S BilimoriaDate of birth 18.7.1938 15.3.1943 27.1.1947Date of appointment 5.5.1987 1.6.2007 25.3.2009Qualifications M.A. B.Com, FCA (Eng & Wales), FCA B. Com., FCA (Eng. & Wales)Number of shares held in the Company

90,000 Nil Nil

Expertise in specific functional area

Mr R K Krishna Kumar served as the Managing Director of the Company from May 1991 to January 1998. He was appointed Vice-Chairman and Managing Director in 1997. In 1998, he ceased to be the Managing Director to take over as the Managing Director of The Indian Hotels Co. Ltd. He is also on the Boards of a number of Tata Group Companies including Tata Sons Ltd. and Tata Industries Ltd. He is also the Trustee of several important Tata Trusts. Mr Krishna Kumar has been associated with the tea industry for over 43 years. He has long experience of overall business management of Indian and overseas corporate bodies.

Mr A R Gandhi is a Director on the Board of Directors of Tata Sons Ltd, member of the Group Corporate Centre of the Tata Companies and Director on the Board of Directors of several Tata companies. He joined Tata Sons Limited as an Executive Director on 18 August 2003 and continued in that position till 17 August 2008. Mr Gandhi has led the Tata Group’s efforts in acquiring diverse assets and companies across the globe. This has enabled the Tata Group to acquire critical assets, resources and access to world-class R & D facilities. Mr Gandhi is a fellow member of the Institute of Chartered Accountants in England and Wales and the Institute of Chartered Accountants of India. He is an associate member of the Chartered Institute of Taxation, London.

Mr J S Bilimoria was the Managing Director and Country Head of Ciba Specialty Chemicals India Limited in India. He has been associated with the Ciba group since 1997 and has held various positions in Ciba viz. Finance Director, Managing Director & Country Head and Vice-Chairman & Managing Director and Chairman. Besides operational responsibilities he was actively involved in various acquisition opportunities, restructuring of businesses and integration of new opportunities including joint ventures and strategic alliances and actively contributed to the merger between Sandoz and Hindustan Ciba Geigy in formation of Novartis India Limited, and subsequent demerger of the chemical businesses to form Ciba Specialty Chemicals India Limited. Mr Bilimoria also served as a member on the Committee of the Bombay Chamber of Commerce and the Indo Swiss Business Forum.

Chairman/Director of other companies (excluding foreign companies) as at 31.3.2011

Tata Sons Ltd.Tata Industries Ltd.The Indian Hotels Co. Ltd.Tata Coffee Ltd.Ewart Investments Ltd.Tata Housing Development Company Ltd.PIEM Hotels Ltd.Oriental Hotels Ltd.Infiniti Retail Ltd.Tata Realty & Infrastructure Ltd.NourishCo Beverages LimitedRNT Associates Pvt. Ltd.Casa Decor Pvt. Ltd.

Tata Sons Ltd.Tata Communications Ltd.Tata Asset Management Ltd.Tata Business Support Services Ltd.Benares Hotels Ltd.The Paper Products Ltd.PIEM Hotels Ltd.Tata Housing Development Company Ltd.Infiniti Retail Ltd.NourishCo Beverages Limited

Champion Dai-Ichi Technologies India Ltd.Dai-Ichi Karkaria Ltd.eClerx Services Ltd.Godrej Industries Ltd.Infiniti Retail Ltd.National Peroxide Ltd.Oberoi Realty Ltd.Tata Realty and Infrastructure Ltd.Voltas Ltd.ING Investment Management (India) Pvt. Ltd.

Chairman/Member of Committees* of the Boards of Companies of which he is a Director as at 31.3.2011

Tata Coffee Ltd.Shareholders’/Investors’ Grievance – ChairmanThe Indian Hotels Co. Ltd.Shareholders’/Investors’ Grievance – Member

The Paper Products Ltd.Audit Committee – MemberTata Asset Management Ltd.Audit Committee – MemberTata Sons LtdAudit Committee – ChairmanTata Business Support Services Ltd.Audit Committee – MemberPIEM Hotels Ltd.Audit Committee – Chairman

Dai-Ichi Karkaria Ltd. Audit – MembereClerx Services Ltd.Audit – ChairmanInfiniti Retail Ltd.Audit – ChairmanOberoi Realty Ltd.Audit – MemberNational Peroxide Ltd.Audit – ChairmanTata Realty and Infrastructure Ltd.Audit – MemberVoltas Ltd.Audit – Chairman


LIMITED

Continued

Name of Director Mrs Mallika Srinivasan Mr P T SiganporiaDate of birth 19.11.1959 25.2.1951Date of appointment 22.10.2008 16.6.2000Qualifications M.A. (Econometrics), MBA (Wharton) B.Sc., PGDBMNumber of shares held in the Company

Nil 2,640

Expertise in specific functional area

Mrs Mallika Srinivasan is the Chairman and Chief Executive Officer of Tractors and Farm Equipment Ltd., a flagship company of the Amalgamations Group. A thought leader and strategist, recognised for her commitment to excellence and contribution to Indian Industry, she has been at the helm of affairs of industry bodies and trade associations such as Tractor Manufacturers Association, Madras Management Association, Madras Chamber of Commerce & Industry and the Southern Regional Council of CII. She is also a Director of five other Indian companies. She is a recipient of several business awards and has also been recognised by Business Today for seven consecutive years as one of the 25 most powerful women in Indian business. She shares an avid interest in academia, particularly management education and is a member of the Executive Board of Indian School of Business, Hyderabad.

Mr P T Siganporia joined the Company in 1974 and has worked in various locations specialising in marketing, sales and overall business management and administration. He has long experience in all facets of the Company’s business particularly in procurement, supply chain, marketing and sales. He has over 37 years of experience of working in the tea industry.

Chairman/Director of other companies (excluding foreign companies) as at 31.3.2011

Tractors and Farm Equipment Ltd.TAFE Reach Ltd.TAFE Motors and Tractors Ltd.TAFE Access Ltd.United Niligiri Tea Estates Company Ltd.Trust Properties Development Co. Pvt. Ltd.Standyne Amalgamations Pvt. Ltd.

Tata Coffee Ltd.Mount Everest Mineral Water Ltd.

Chairman/Member of Committees* of the Boards of Companies of which she/he is a Director as at 31.3.2011

TAFE Motors and Tractors Ltd.Audit - Member

Nil

* Includes Audit and Shareholders’/Inverstors’ Grievance Committee.

Particulars of Directors seeking appointment/reappointment

(formerly Tata Tea Limited)LIMITED

FORM 2B(See rules 4 CCC and 5 D)

nOMInATIOn FORM(To be filled in by individual applying singly or jointly)

I/We, _____________________________________________________________________ the holder(s) of shares/debentures/deposits bearing

Folio/Receipt number _______________ and accruals thereon of Tata Global Beverages Limited (formerly Tata Tea Limited) wish to make a nomination and do hereby nominate the following person in whom all rights of transfer and/or amount payable in respect of shares/debentures/deposits shall vest in the event of my/our death.

name and address of nominee

Name : ______________________________________________________________________________________________________________

Address : ____________________________________________________________________________________________________________

_____________________________________________________________________________________Pincode: ________________________

Date of Birth*: ______________________________(to be furnished in case the nominee is minor)

*The nominee is a minor whose guardian is:Name and address of guardian ___________________________________________________________________________________________

____________________________________________________________________________________________________________________

____________________________________________________________________________________________________________________Signature(s) of holder(s)

Signature : _______________________________________________ Signature : _______________________________________________ (1st holder) (1st joint holder, if any)Name : __________________________________________________ Name : __________________________________________________

Address : _________________________________________________ Address : ________________________________________________

_________________________________________________________ ________________________________________________________

Date : _____________________________________________ Date : _____________________________________________

Signature of two witnesses Name and address Signature with date1.

2.

Instructions:

1. The nomination can only be made by individuals applying/holding shares/debentures/deposits on their own behalf singly or jointly up to two persons. Non-individuals, including society, trust, body corporate, partnership firm, Karta of Hindu Undivided Family, holder of power of attorney cannot nominate. If the securities are held jointly, all joint holders will sign the nomination form.

2. A minor can be nominated by holders of shares/debentures/deposits and in that event the name and address of the guardian shall be given by the holders.

3. The nominee shall not be a trust, society, body corporate, partnership firm, Karta of Hindu Undivided Family or a power of attorney holder. A non-resident Indian can be a nominee on a repatriable basis provided RBI approval granted to the nominee is registered with the Company.

4. Nomination shall stand rescinded upon transfer of shares/debentures.

5. Transfer of shares/debentures in favour of a nominee and repayment of amount of deposits to nominee shall be a valid discharge by a Company against the legal heir.

FOR OFFICE USE ONLYNomination regn. no. : ________________________________ Checked by : _______________________________________

Signature of Date of registration : __________________________________ employee : ________________________________________

Signature of nominee(optional)

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Guidelines for nomination

1. nomination per folio Nomination for only one folio can be made on this form. In case you have many folios, then you may take a photocopy of this form and nominate

separately.

2. Signatures The sole/joint holders should sign as per the specimen signature recorded with the Company, otherwise the form is liable to be rejected.

3. Registration of nomination Upon receipt of a duly executed nomination form, TSR Darashaw Limited will register the nomination and allot a registration number. This number will

be furnished to the holder. All subsequent correspondence regarding the nomination may be done quoting the registration number.

4. Change of nomination The holder(s) can override (delete or change) an earlier nomination by executing a fresh nomination form for which a fresh registration number will be

allotted. The earlier nomination will automatically stand cancelled.

5. Change in composition of the account Nomination stands rescinded upon transfer of shares/debentures. Whenever the shares/debentures in the given folio are transferred/transposed/

transmitted/dematerialised/amalgamated with some other folio, then this nomination stands void. A new nomination form will have to be filled by the person(s) in whose name(s) the shares/debentures have been transferred/transposed/transmitted/amalgamated.

6. Electronic holding The nomination given in the form would be considered for the physical holding only. In case securities are held in electronic form, then the holder(s)

have to approach the depository participant for registering their nomination.

7. Accruals and acquisitions Once a nomination is registered by a Company for a given folio, the same is valid for all future accruals and acquisitions made by the holder(s) in that

folio unless notified to the contrary by the holder(s). The accruals could be in the form of rights, bonus, purchases from open market under the same folio, etc.

8. Validity of nomination The nomination made through Form 2B will be considered valid and recognised by the Company if the nomination made by the holder(s) of the

shares/debentures/deposits is registered with the Company before the death of the holder(s) of the shares/debentures/deposits.

9. Entitlement of nominee The nominee will be entitled to all the rights in the shares/debentures/deposits of the Company only in the event of the death of the sole/all holders in

the account. The nominee will be required to approach the Company for transmitting the securities in his/her name and will be required to produce the death certificate of the holder(s), the shares/debentures/deposit certificates and proof of identity as required by the Board of Directors of the Company. The registration number under which the nomination was registered should also be provided to the Company.

10. Date of execution Kindly note that nomination being a legal document should be dated by the nominator and the witnesses certifying that the form has been signed by

the nominator in their presence. Furthermore, the date of execution on the nomination form should match with the date of witnesses, witnessing the document.


Dear Shareholder(s),

SUBJECT: PAYMENT OF DIVIDEND THROUGH NATIONAL ELECTRONIC CLEARING SERVICE (NECS)

Securities and Exchange Board of India (SEBI) has made it MANDATORY for all companies to use the electronic mode of remittance for distributing dividends and other cash benefits to the investors, wherever applicable.

You may be aware that as per RBI notification, remittance of money through Electronic Clearance Service (ECS) is replaced by National Electronic Clearance System (NECS) with effect from 1 October 2009. Advantages of NECS over ECS include faster credit to the beneficiary’s account and ease of operation for the remitting agency.

While NECS has obvious advantages over ECS, one of the eligibility criteria for remittance through NECS is that the beneficiary should have a bank account with a bank/branch which is under Core Banking Solutions (CBS), whereas under ECS, remittance was feasible even in the case of the beneficiary having a bank account with non-CBS bank/branch.

Taking into consideration the overall advantage, the Company will utilise the facility of NECS for payment of dividend in future directly to your bank account. It is, therefore, necessary that the correct bank details and your CBS account number are recorded with the Company Registrar – TSR Darashaw Limited.

We request you to verify with your bank that the branch in which you maintain your account is under Core Banking Solutions.

If the bank branch in which you maintain your account is under Core Banking Solutions, kindly ensure that your bank account number is the same as that recorded with our registrars. If there is a change in the bank account number, new bank account no. (new CBS account number) needs to be registered against your folio number.

If you want to change the bank details registered, or correct or update your new CBS account number, we request you to kindly furnish to our registrars, TSR Darashaw Limited the following information on the reverse of this letter.

1. Your bank details with the nine digit MICR code and account number and type in the bank.

2. Your new CBS account number.

Please attach a copy of the cancelled cheque.

We would also like to assure you that upon remittance of dividend amount directly to your bank account, separate intimation giving details thereof, will be sent to you by the Company.

If, for any reason, we are unable to credit the dividend amount directly to your bank account, the same would be remitted to you by way of dividend warrant with bank details printed thereon.

If the bank details currently registered with your CBS account number are correct and there is no change in the bank details or in the account number, you may ignore this letter.

Thanking you,

Yours faithfully,

For TSR DARASHAW LIMITED

Centralised Correspondence Cell

All queries to be addressed to the Company’s Registrars and Transfer Agent: TSR DARASHAw LIMITED

(Unit: Tata Global Beverages Limited)6-10 Haji Moosa Patrawala Ind. Estate, Dr E Moses Road, Mahalaxmi, Mumbai 400 011.

Tel:022-66568484•Fax:022-66568494Email:[email protected]•Website:www.tsrdarashaw.com

Registered Office: 1 Bishop Lefroy Road, Kolkata 700 020

TSR DARASHAW LIMITEDBRANCH OFFICES

TSR DARASHAW LIMITED TSR DARASHAW LIMITED TSR DARASHAW LIMITED TSR DARASHAW LIMITED503, BARTON CENTRE, 5TH FLOOR PLOT NO. 2 /24, SANT VIHAR, TATA CENTRE, 1ST FLOOR, “E” ROAD, NORTHERN TOWN, 84, MAHATMA GANDHI ROAD, ANSARI ROAD, DARYAGANJ, 43, CHOWRINGHEE ROAD, BISTUPUR,BANGALORE 560 001 NEW DELHI 110 002 KOLKATA 700 071 JAMSHEDPUR 831 001TELEPHONE: 080-25320321 TELEPHONE: 011-23271805 TELEPHONE: 033-22883087 TELEPHONE: 0657-2426616FAX: 080-25580019 FAX: 011-23271802 FAX: 033-22883062 FAX: 0657-2426937E-MAIL: [email protected] E-MAIL: [email protected] E-MAIL: [email protected] E-MAIL: [email protected]

TATA GLOBAL BEVERAGES LIMITED

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SERIAL NUMBER:

Email ID

Telephone No: STD code Tel. no.

TSR DARASHAW LIMITED6-10 Haji Moosa Patrawala Ind. Estate,20 Dr E Moses Road, Mahalaxmi, Mumbai 400 011.

Unit: Tata Global Beverages Limited

Dear Sir,

This has reference to your letter dated printed overleaf.

I request the Company to register the bank details against my account as given below:

Folio no.:

Name(s) of the holders:

Name and address of the bank branch:

Account type: savings current cash credit

Account no.:

We request you to kindly:

(Please tick for the facility you opt)

1. Mail the warrant directly to the bank.

2. Mail the warrant at my registered address with the bank particulars incorporated.

3*. Directly credit to the account through National Electronic Clearing Service (NECS).

* If opted for NECS, kindly provide the following information.

Nine digit code number of the bank and branch asappearing on the MICR cheque issued by the bank

Ledger folio no. (If any) of your account (Core Banking Solutions account no.)

(in case you have opted for NECS, affix photocopy of your cheque here)

I hereby declare that the particulars given are correct and complete. If the payment transaction through NECS is delayed or not effected at all for any reason, I would not hold the Company responsible.

Date: _____________________________________ Signature of the first holder

28 July 2011

Dear Shareholders,

Submission of PAN details

We had, vide our letters dated 13.8.2007, 31.10.2007 and 25.7.2008 requested you to submit details of your Income Tax Permanent Account Number (PAN) as in terms of directive of Securities and Exchange Board of India, submission of these details by every participant in the securities/capital market has become mandatory.

Kindly return the slip appended below, duly filled in and signed with self-attested copies of PAN cards of all holders including joint holders, to the Company or the Registrars. If you are holding shares in electronic form, please furnish these details to your depository participant.

In case you have already submitted your PAN details, kindly ignore this letter.

For TATA GLOBAL BEVERAGES LIMITED


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From:

Name:

Address:

To:TSR Darashaw LimitedUnit: Tata Global Beverages Limited6-10 Haji Moosa Patrawala Ind. Estate20 Dr E Moses RoadMahalaxmi, Mumbai 400 011

We give below the PAN details together with self-attested photocopies of PAN cards which record against my/our names.

Folio no: Tel: _________________________________

DP ID/Client ID no: Email: _________________________________ _

Name of the shareholder PAN No *Signature

* In the case of account holder(s) other than individuals, kindly submit an attested copy of the required authorisation along with the specimen signatures of the authorised signatories.

1 Bishop Lefroy Road, Kolkata 700 020

TATA GLOBAL BEVERAGES LIMITED


TATA GLOBAL BEVERAGES LIMITEDRegistered Office : 1 Bishop Lefroy Road, Kolkata 700020

Dear Shareholder,

As a responsible corporate citizen, your Company welcomes and supports the ‘Green Initiative’ taken by the Ministry of Corporate Affairs, Government of India (MCA), by its recent Circulars, enabling electronic delivery of documents including the Annual Report, Quarterly, Half-yearly results etc. to shareholders at their e-mail addresses previously registered with the Depository Participants (DPs)/Company/Registrars & Share Transfer Agents.

Accordingly, we have sent e-mails in May 2011 to such members whose e-mail addresses were available in the records of the DPs/Company/TSR Darashaw Limited (TSRDL), informing them about the ‘Green Initiative’ and the Company’s proposal to send the documents including Annual Report (from 2010-11 onwards) in electronic form at their e-mail addresses. An option has been given to the shareholders, to continue to receive physical copies of the relevant documents/Annual Report, provided a specific request/response is received from them to that effect.

Members who have not registered their e-mail addresses so far or who wish to change their e-mail address are requested to register their e-mail addresses. Members holding shares in demat form can register their e-mail addresses with their concerned DPs. Members who hold shares in physical form are requested to register their e-mail addresses with TSRDL, by sending a letter, duly signed by the first/sole holder to the following address, quoting details of Folio No. ;

TSR Darashaw LimitedUnit : Tata Global Beverages Limited6-10, Haji Moosa Patrawalla Industrial Estate20, Dr. E. Moses RoadMahalaxmi, Mumbai 400 011

Alternatively you may send a scanned copy of your letter requesting for registration of the email address at [email protected]

The Annual Report and other communication sent electronically will be displayed on the Company’s website : www.tataglobalbeverages.com and will also be available for inspection at the Registered Office of the Company during the office hours.

We request you to support this ‘Green Initiative’ and opt for electronic mode of communication by advising your e-mail id, if you have not already done so. Your pro-active step in this direction will go a long way in saving trees and also result in substantial cost savings to the Company.

Thanking you,

Yours faithfully,

For Tata Global Beverages Limited

V. Madan28 July 2011 Vice President and Company Secretary


Notes

Notes

Notes

Notes

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Tata Global Beverages Limited1 Bishop Lefroy Road, Kolkata, 700 020

India

Annual report and financial statem

ents 2010/11

Documents

Annual report and ﬁnancial statements 2010/11€¦ · Management and governance 23 Board of Directors 27 Executive management 28 Corporate information ... strategic acquisition